3:12 rules

The 3:12 rules are Swedish tax rules that govern how dividends and capital gains are taxed for owners of close companies (fåmansbolag, Swedish companies controlled by a few owners). The rules determine how much may be taxed as capital income and when tax is instead charged as income from employment.

What the 3:12 rules mean for you as an owner

For you as an owner, the 3:12 rules mean that dividends up to a certain threshold amount are taxed as capital income, while any excess is taxed as income from employment. The same principle applies when you sell shares.

How much room you have depends on, among other things, the salary you draw, the company's payroll costs and how long you have owned the shares. The rules therefore make ownership planning and foresight especially important.

Basic elements of the 3:12 rules

The 3:12 rules are built on several key components that together govern taxation.

  • A threshold amount taxed as capital income
  • The simplification rule with a standard amount
  • The main rule linked to salary drawn
  • Higher taxation as employment income above the threshold amount
  • Application to both dividends and share sales

Once you understand how these elements interact, it becomes easier to judge how withdrawals and changes in ownership should be planned.

When the 3:12 rules matter most

Worth bearing in mind

The 3:12 rules become particularly important for owners who work in their company and take remuneration in the form of dividends or sell shares. The rules affect how salary, dividends and ownership should be planned to achieve reasonable tax efficiency.

In practice they affect most owner-managed companies. Small changes in withdrawals or structure can have a large tax effect over time.

Frequently asked questions

Who is covered by the 3:12 rules?

Owners of close companies (fåmansbolag) who hold qualified shares are covered by the rules.

What is the threshold amount under the 3:12 rules?

It is the part of a dividend or capital gain that may be taxed as capital income.

What is the difference between the simplification rule and the main rule?

The simplification rule gives a standard amount, while the main rule is based on salary drawn.

Do the 3:12 rules apply when shares are sold?

Yes, the same principles are used when capital gains are taxed.

Why are the 3:12 rules considered complex?

Because they combine tax rules, salary requirements and ownership structure, which calls for careful planning.

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