The tax mechanics of a closely held company are among the more misunderstood parts of the Swedish tax system. The basic idea is simple: without special rules, everyone would take their income as dividend instead of salary, paying capital tax at 30 percent rather than income tax at 30 to 50 percent. The 3:12 rules are the Tax Agency's answer: they set a ceiling, the gränsbelopp, for how much you can take out at the favourable 20-percent rate. Everything above is taxed as employment income. And from 2026 there is a single unified formula for how the gränsbelopp is calculated.
The gränsbelopp for 2026 has three parts: a base amount of 4 × income base amount (IBB) (322 400 kr for a full owner, split by ownership share), a payroll-based allowance of 50% of your share of total payroll above a deduction of 8 IBB, plus interest on your acquisition cost. Dividend within the gränsbelopp is taxed at 20 percent; above it is taxed as employment income (30 to 50 percent). Take salary up to the pension ceiling, take the rest as dividend within the gränsbelopp, and use the calculator to find your exact number.
I cover what a closely held company is, what the 2026 reform actually changed, how the three tax zones work, why both salary and dividend are needed, what salary level is usually optimal, and what the K10 form requires of you. Calculate your own gränsbelopp and optimal withdrawal in the 3:12 calculator.
What is 3:12 and who is affected?
A closely held company (fåmansbolag) is a limited company or co-operative where four or fewer shareholders own more than half the votes. In practice that is most small and medium businesses owned by one or a couple of founders: the solo consultant, the small agency, the two-partner firm. You also need to be active to a significant extent in the company, not just a passive investor.
The central concept is qualified shares. Your shares are qualified if you or a close relative have been active in the company at any point in the past five years. If the shares are qualified, the 3:12 rules apply. If you sell the company or stop being active, a five-year cooling-off period starts, after which the shares become unqualified and dividend is taxed at a flat 25 percent instead. That is why you sometimes hear about "waiting out the cooling-off period" in ownership changes.
The 2026 reform: one formula
Before 2026 you had two options: the simplified rule (a fixed flat amount of 2.75 IBB) or the main rule (payroll-based allowance, but with a salary requirement). You chose whichever gave the higher gränsbelopp. From 2026 there is only one formula, and it looks like this:
Gränsbelopp = base amount + payroll-based allowance + interest on acquisition cost + saved allowance from previous years.
The base amount is 4 × income base amount (IBB), split by your ownership share. The rules use the previous year's IBB, so for 2026 it is the 2025 figure of 80 600 kr, giving 322 400 kr for a full owner. If you own 50 percent of the company you get 161,200 kr as the base amount.
The payroll-based allowance is calculated as 50 percent of your share of the company's total payroll (employees' salaries plus your own salary), minus a deduction of 8 IBB (644 800 kr). The salary requirement that existed under the old main rule is gone, but the allowance is capped at 50 times your own salary, which in practice means that taking zero salary blocks the payroll-based allowance entirely.
The interest on the acquisition cost is the government borrowing rate plus 9 percentage points, applied to the portion of your acquisition value above 100,000 kr. It is a small addition for most people, but for companies with a high book value of ownership it can be meaningful.
Saved allowance from previous years carries forward, but the annual uplift at the government borrowing rate plus 3 percent that the old rules allowed is gone. Saved allowance does not disappear; it just stops growing.
Three tax zones
This is the heart of 3:12. Dividend from a closely held company is taxed in three distinct zones:
Zone 1: within the gränsbelopp. Dividend up to the year's gränsbelopp is taxed at 20 percent. Since the company also paid 20.6 percent corporate tax on the profit, the combined effective tax is around 36.5 percent of the pre-tax profit. This is by far the most favourable zone and the target of all planning.
Zone 2: above the gränsbelopp up to the ceiling. Dividend above the gränsbelopp is taxed as employment income, at your normal municipal and any state tax rate. That means somewhere between 30 and 50 percent depending on how high your other income is. The ceiling (takbelopp) is 90 × IBB, roughly 7.5 million kr. Above that, zone 3 applies.
Zone 3: above the ceiling. Dividend above the ceiling is taxed at a flat 30 percent capital tax. That is more than zone 1 but better than high employment taxation, and in practice only a very small number of owners ever reach that level.
The practical conclusion: always take dividend within the gränsbelopp before considering zone 2. And if you do not use your full gränsbelopp in a year, the surplus carries forward to the next year. It is worth building up.
Salary versus dividend
This is the question every closely held company owner asks, and the answer is not either-or but both. Salary and dividend solve different problems.
Salary costs the company payroll tax (arbetsgivaravgift) at 31.42 percent on top of the gross salary. A gross salary of 100 kr therefore costs the company 131 kr. On top of that you pay income tax. But salary gives you pension (general pension via payroll tax, occupational pension if you contribute), income for sickness and parental benefits (SGI) which governs parental leave and unemployment insurance eligibility, and the right to the earned income tax credit. It also builds your payroll-based allowance in the gränsbelopp.
Dividend carries no payroll tax, no pension and no SGI. It is taxed at 20 percent if it is within the gränsbelopp. Total effective tax including corporate tax is around 36.5 percent, clearly lower than salary for most people. The price is that you build no social protections.
That is the trade-off. Taking zero salary loses SGI, pension and the payroll-based allowance. Taking too high a salary means paying unnecessarily high marginal tax on salary and missing the opportunity to take low-taxed dividend. The difficulty is finding the balance.
The optimal salary level
There are three natural levels to orbit:
Zero salary. Technically possible but almost never wise. You lose SGI, which means low parental benefit, low sickness benefit, and a poor unemployment insurance basis. You build no general pension on the salary, and you lose the payroll-based allowance entirely (since the allowance is capped at 50 times your salary). Skip this.
The SGI ceiling, around 49,200 kr per month (2026). Here you maximise parental benefit and unemployment insurance without paying extra marginal tax. A sensible level if you have young children or want to protect your ability to take parental leave.
The pension ceiling, around 52,000 to 56,000 kr per month (2026, depending on the plan). Here you get maximum occupational pension contributions if you have a collective agreement or your own pension setup. Salary above this builds no extra pension. This is my default level for consultants without immediate SGI needs: you maximise pension, keep the payroll-based allowance, and take the rest as dividend within the gränsbelopp.
Above the state-tax threshold at 643 000 kr a year, around 53,500 kr a month, state tax kicks in and your marginal rate climbs toward 50 percent on every extra salary krona. At that point dividend within the gränsbelopp is clearly more favourable than more salary.
My default advice for most solo consultants: salary up to the pension ceiling, the rest as dividend within the gränsbelopp. But exactly where the ceiling sits for you depends on your pension plan, whether you have a collective agreement, and your age. Calculate it in the net salary calculator and the 3:12 calculator.
Example: the consultant Sara. Sara invoices 80,000 kr a month through her sole-owner company. She sets her salary at 52,000 kr (the pension ceiling). The company pays 31.42 percent payroll tax on that, so the total salary cost is around 68,400 kr. Left in the company is around 11,600 kr per month, 139,200 kr a year, before corporate tax. Corporate tax is 20.6 percent, so distributable profit is around 110,500 kr. Her gränsbelopp is at least the base amount of 322 400 kr (she owns 100 percent), plus payroll-based allowance (50 percent of her salary of around 624,000 kr minus the deduction of 644 800 kr: negative, so zero payroll-based allowance in this example since payroll does not exceed the deduction). Her entire dividend of 110,500 kr fits comfortably within the gränsbelopp of 322 400 kr and is taxed at 20 percent. Unused gränsbelopp of around 212,000 kr rolls forward to next year and accumulates. When Sara's company grows and takes on employees, the payroll increases and the payroll-based allowance kicks in, giving a larger gränsbelopp.
The K10 form
K10 is the annual annex in the tax return for anyone who owns qualified shares in a closely held company. You submit it every year regardless of whether you have taken dividend, and it is here that you calculate and lock in the gränsbelopp for the income year.
In K10 you enter your acquisition cost, your salary and the company's total payroll, any dividend you took during the year, and saved allowance from the previous year. The Tax Agency calculates the tax on the dividend based on what you report.
If you forget to submit K10, the Tax Agency classifies the dividend as employment income automatically, with no regard to the gränsbelopp. This is one of the more expensive things you can forget. Set a reminder: K10 goes in with your tax return, due in early May (4 May in 2026), or 1 June if Skatteverket has granted you an extension, and 15 June if an accountant files for you under their firm's extension.
If you have more questions about reporting dividends and capital gains, the guides how to do your Swedish tax return and capital gains tax on shares and funds cover them.
Who wins in the reform?
The 2026 reform was billed as a simplification, and that is broadly true: one formula instead of two is an improvement. But who actually comes out ahead?
Solo consultants and small companies with a small payroll generally gain. The base amount of 322 400 kr is higher than the old simplified rule (around 209,000 kr in 2025). That is a clear improvement for anyone who was previously stuck with the simplified rule.
Companies with a large payroll and large accumulated saved allowances may lose from the removal of the annual uplift on saved allowance. The old rules let saved allowance grow at the government borrowing rate plus 3 percent per year. That is an obvious loss for anyone who has built up a large saved allowance over many years.
My verdict: for most people reading this guide, that is consultants and small owner-operators with one to five employees, the 2026 rules are a mild improvement. The core logic has not changed: take enough salary to build pension and SGI, take the rest as dividend within the gränsbelopp, and use the 3:12 calculator to find your exact number each year.