Proposal for New Rules on Closely Held Companies (“fåmansbolagsregler”)

Many have heard about the proposal for new rules on closely held companies (fåmansbolagsreglerna), which are set to take effect on January 1, 2026. No final decision has been made yet, but the government is expected to include the proposal in the budget bill on September 22, 2025.

It certainly feels, judging from the “signals,” that the proposal will pass in one form or another. Of course, the details may change all the way up to the decision, or the proposal could even be withdrawn. Still, it’s time to take a closer look at what the proposed rules might mean.

This is an overview of the proposal. If you’d like to discuss how it applies to your own situation, please get in touch. And if you want to read all 125 pages of the draft bill yourself, you can find it here. 🙂

What is this about?

For a review of what a closely held company is and today’s rules, see How stuff works: Fåmansbolagsreglerna. Here’s a short recap:

The rules apply to owners of small limited companies and regulate several things, but above all taxation of dividends as well as capital gains/losses when selling shares.

All limited companies that are our clients qualify as closely held companies, and the rules affect all individuals who own shares in their company (so not holding companies).

The proposed changes only apply if you hold “qualified shares” and therefore file the K10 appendix with your income tax return. This is the most common case when you work actively in your company. The alternative is “unqualified shares,” reported on appendix K12, usually because you are not active in the company. See our earlier blog post for more definitions.

How do today’s rules work?

In short: each shareholder gets an annual “dividend allowance” (gränsbelopp) in each company. Capital gains and dividends within this allowance are taxed at 20%. Any amount above this is taxed as salary income. Unused allowances are carried forward to later years.

The dividend allowance is currently calculated in one of two ways (whichever is more favorable):

• Main rule: a “return” on the acquisition cost of the shares, plus a portion based on the company’s salary payments.

• Simplified rule: a flat amount of 2.75 income base amounts (209,550 SEK in 2025), shared among all owners.

What does the proposal mean?

The proposal contains several changes, and the effects depend on your specific situation. Below we describe the new rules by comparing them with the current ones. We’ll call them the “new rules,” even though they are not yet passed.

In many calculations, the income base amount (IBB) from the previous year is used as the basis (i.e. IBB 2025 for the 2026 income year).

From two rules to one

Current rules
You can choose between the main rule and the simplified rule for each company.

New rules
There will be only one rule for everyone. Each shareholder receives a basic allowance (“grundbelopp”) of 4 IBB (322,400 SEK in 2026). On top of this, you can add a salary-based amount if the company has paid enough salaries.

The basic allowance is proportionate to ownership. For example, if you own 50% of the company, your allowance for 2026 is 50% of 322,400 = 161,200 SEK.

Basic allowance if you own several companies

Current rules
You can only use the simplified rule in one company each year. If you own multiple companies, you must choose which one gets the flat amount; the others use the main rule.

New rules
You get the basic allowance proportionate to your ownership in each company — but never more than one full allowance in total. If the sum across all companies exceeds one allowance, it must be proportioned.

Examples:

• No proportioning: 50% in one company and 30% in another = 80% of one allowance = 257,920 SEK.

• With proportioning: 50% in one company and 70% in another = total ownership share of 120%. You then split the allowance: 50/120 in one (134,333 SEK) and 70/120 in the other (188,067 SEK) = together one allowance (322,400 SEK).

Salary-based allowance

Current rules
If you own more than 4% and meet a personal salary requirement (6 IBB + 5% of company salaries), you may add a salary-based amount: your ownership share × 50% of total company salaries.

New rules

• No salary requirement.

• No 4% ownership threshold.

• Instead, 8 IBB is deducted from your ownership share of total salaries before applying the 50%.

So all owners get a salary-based allowance, regardless of salary level or ownership share, but only for amounts exceeding 8 IBB.

There’s still a cap: the allowance can’t exceed 50 times your own salary.

No indexation of saved allowances

Current rules
Saved allowances are increased each year by the government loan rate + 3 percentage points.

New rules
No annual increase.

Holding period shortened to 4 years

Current rules
Shares are “qualified” if you have been active in the company during the last five years. Conversely, if you’re not active in the company for five full years, your shares become “unqualified” in year 6. This is known as putting a company in “quarantine” (“träda”).

New rules
The quarantine period is shortened from five to four years.

Return on acquisition cost

Current rules
Under the main rule, you get a return on your acquisition cost (purchase value) equal to government loan rate + 9%.

New rules
Same rate, but only on the part of the acquisition cost exceeding 100,000 SEK. For most owners with only share capital, the return will be zero.

Double group affiliation

Current rules
Due to the special definitions “parent company” regarding closely held companies, a company needs to own more than 50% of the shares to be considered a parent company. Therefore only one parent company can exist in each company group and use salary-based amounts from a subsidiary.

New rules
“Double group affiliation” is reintroduced. Two companies may again (with certain structuring) both qualify as parent companies of the same subsidiary and both use its salary base.

What becomes easier?

• Same rule for all companies — no more choosing between main and simplified rules.

• No personal salary requirement — no more December rush to check salary thresholds.

• No return on acquisition cost in most cases, and no indexation of saved allowances. Not that this was extremely complicated to begin with, at least when using tax software.

What becomes… less simple?

• If you own shares in several companies, the allowance must be distributed across them. You’ll need ownership data from all companies to prepare your K10 forms.

• The new rules may encourage the use of holding companies in some cases, while in others it might be better to unwind them.

Better, worse, or the same?

It depends. Here are some typical situations. We assume that your aquisition cost is more or less the share capital, and we disregard the return on your acquisition costs, which will be zero or negligable.

Owner with no salary base:

Gets more allowance (4 IBB instead of 2.75 IBB).

Owner with several companies

More allowance overall, but must be split proportionately. No option to direct more allowance to a particular company.

Single owner with salary at the state tax threshold

Pretty much the same as today, due to a lower salary base but a correspondingly higher basic allowance. Also with external employees your situation will be the same as before. Same if you and your spouse own your company together. Additionally, no need to check your salary level at the end of each year.

Several owners with salary base

Usually worse than today. Your salary base gets reduced by 8 IBB, but the added basic allowance will be lower, due to it being shared among all owners. Exception for spouses, see above.

Owner below salary/ownership thresholds today

Possibly better, since restrictions are removed.

Possible actions

Depending on how the final rules look, some may want to consider the following:

Create a holding company

Typically for companies with multiple co-owners, in order to secure a full basic allowance rather than just a fraction. Very much dependent on the individual situation.

Dissolve a holding company

If direct ownership becomes more advantageous since the 4% threshold is removed, you may want to consider dissolving your holding company structure. Alos this is very much dependent on your individual situation.

Both require careful planning and often professional advice.

Conclusion

Some simplifications, some changes. Many will get a larger allowance, many about the same, and some unfortunately smaller.

But as mentioned before — we won’t know the exact rules until they are officially enacted.