New 3:12 Rules Enter into Force on 1 January 2026

When the Swedish Parliament (Riksdagen) approved the expenditure frames and revenue estimates in the Government’s Budget Bill on 26 November 2025, it also approved the new 3:12 rules. The legislative amendments enter into force on 1 January 2026 and apply for the first time to fiscal years beginning after 31 December 2025. This means that the K10 form filed in spring 2027 must be calculated under the new provisions. For you as a shareholder in a closely held company, this affects the taxation of both dividends and capital gains. Among other things, the rules introduce a new calculation method and abolish the previous salary withdrawal requirement, replacing it with a salary deduction, which means there is no salary threshold to meet for the 2025 tax year.

Changes in the 3:12 Framework

For shareholders, the new 3:12 rules introduce a new model for calculating the low taxed threshold amount, i.e., the amount that determines how much of a dividend or capital gain that can be taxed at a lower rate (20 percent). The new threshold amount, applicable from 1 January 2026, consists of three components:

•  Basic amount: Four income base amounts (322,400 SEK for 2026) divided on all shares in the company.
  
  
• Salary based amount: The salary based amount equals 50 percent of the shareholder’s share of the salary base, i.e., the total gross cash salaries in the company and its subsidiaries, minus a deduction of 8 income base amounts (644,800 SEK for 2026) per shareholder. The salary based amount for a shareholder can also be expressed as 50 percent × (share of salary based amount − 8 IBA). For spouses, only one salary deduction is made, and the salary based amount is calculated jointly. However, the salary based amount can never exceed 50 times the salary of the shareholder or their related party.
  
  
• Interest on acquisition cost (omkostnadsbelopp): Interest (the government borrowing rate plus 9 percent) may be calculated on the portion of the acquisition cost that exceeds 100,000 SEK.

Additional changes

As noted in earlier articles (see link below), the new 3:12 rules entail several other changes, briefly described here:

• Base amount: similar with today's simplified rule, the base amount may only be calculated once per owner, but must, in the case of multiple holdings, be allocated in proportion to the ownership in each company.
  
  
• Removal of salary requirement and ownership threshold: The requirement that a shareholder must withdraw a certain salary, as well as the four percent ownership threshold to calculate a salary based amount, is abolished. Note, however, that a practical salary constraint remains, since the salary base is limited to 50 times the salary of the shareholder or their related party.
  
  
• Revised definition of subsidiary: The special tax-law definition of subsidiaries in the 3:12 rules is abolished. Instead, the civil-law definitions in the Limited Liability Companies Act and the Annual Accounts Act apply. A limitation is also introduced whereby salaries paid to employees in companies owned through alternative investment funds (AIFs) may not be included in the wage base.
  
  
• Quarantine periods (karenstider): The qualification periods in various rules that govern how long shares are considered qualified have been shortened from five to four years. These lookback rules first apply to fiscal years beginning after 31 December 2026. As a result, shareholders who started their quarantine period in 2022 still face a five-year qualification period, and the shares will be treated as non-qualified only in 2027 (simultaneously with shares whose dormancy period started in 2023). 
  
  
• Saved low taxed threshold: The possibility to enumerate saved low taxed threshold is removed.
  
  
• Abolition of index and capital basis rules: The index and capital basis rules used to calculate the acquisition costs for qualified shares acquired before the 1990s or 1992 are abolished. A transitional rule is introduced whereby these rules may still be used for fiscal years beginning before 1 January 2029.
  
  
• Salary based amount in a share for share exchange: In share for share exchanges, the right to include salary base amounts is expanded so that compensation paid prior to the transaction date during the year may be included in the calculation for the received share.
  
  
• Specially qualified shares: Low taxed threshold amounts attributable to shares that are only specially qualified and that have no employment amount for dividend distribution (tjänstebelopp för utdelning) will be treated as qualified only for four years after the share for share exchange.

PwC’s Commentary

It was expected that the Swedish Parliament (Riksdagen) would approve the proposed 3:12 rules, since the changes—as the Swedish Government Official Reports shows—will be more favorable for roughly 80 percent of business owners. For some, however, the changes will be less advantageous, primarily due to the introduction of the salary deduction. 

The new rules abolish the salary withdrawal requirement. Many shareholders have historically ensured compliance with this requirement in the autumn and, if necessary, paid an additional year-end bonus. With the abolition of the salary withdrawal requirement, shareholders therefore do not need to ensure that a certain salary has been taken in 2025, which is a simplification. Under the previous rules, missing the threshold by even one krona could have significant consequences for shareholders. However, eliminating the salary withdrawal requirement does not mean shareholders can entirely avoid taking salary, since there remains a practical limit in that one may only obtain a salary base up to 50 times the salary of the shareholder or their related party. Furthermore, abolishing the four percent ownership threshold enables more shareholders to benefit from a salary base. The question is whether this improves outcomes for shareholders with small holdings, as all shareholders under the new framework must reduce their portion of the salary based amount by approximately 645,000 SEK.

The introduction of a single calculation rule for the threshold amount is a simplification. However, under the new rules the base amount must be allocated proportionally across all of a shareholder’s holdings. This mandatory allocation means some shareholders will end up with a higher threshold in companies where dividends cannot be paid. In addition, a limitation is introduced on the use of salaries in AIF structures, and the definition of subsidiary is changed. It may therefore be advisable to review your group structure to confirm which gross cash salaries from group companies may be included going forward in calculating the salary base amount and to optimise the potential to distribute dividends at the 20 percent tax rate.

Whether these rules results in simplifications and improvements, which was the aim with the new 3:12 framework — remains to be seen. As with any legislative change, there will be winners and losers.