What share capital means, how restricted and unrestricted equity work, what happens when equity runs low, and how the new 3:12 dividend rules affect you from January 2026.

Equity is one of the most important figures on any Swedish company's balance sheet. For an aktiebolag (Swedish limited company), it tells you how much of the company's value genuinely belongs to its owners, and it determines what you can pay out as dividends, when you must act to protect creditors, and how much personal liability risk you carry as a director.

This guide covers everything that matters for 2026, including the new 3:12 rules for closely held company dividends that came into force on 1 January 2026.

1. What is equity in a Swedish aktiebolag?

Equity is the difference between a company's total assets and total liabilities. It represents the portion of the company's value that belongs to the owners through their shareholding.

In accounting terms:

Equity is recorded on the liabilities side of the balance sheet, because it is treated as a hypothetical debt owed by the company to its owners. In many Swedish balance sheets, a positive equity figure is shown with a minus sign for this reason. In an annual report (årsredovisning), it is displayed as a positive number without a minus sign.

Equity consists of two things: capital that owners have put in (share capital and later contributions), plus the profits the company has accumulated and not yet distributed.

2. Share capital: the starting point

When you register an aktiebolag with Bolagsverket, you must contribute share capital (aktiekapital). For private limited companies formed on or after 1 January 2020, the minimum is SEK 25,000. This was lowered from SEK 50,000 by a parliamentary decision of 28 November 2019, with the aim of making the aktiebolag structure more accessible, particularly for service businesses.

Share capital can be paid in cash or as apportegendom (non-cash assets contributed to the company). If you contribute non-cash assets, an authorised auditor must confirm their value and usefulness to the company.

Once registered, the share capital belongs to the company, not to individual shareholders. Owners receive shares in exchange, which represent their stake in the company. Bolagsverket registers the company but does not register who owns the shares; that information is kept in the company's own share register (aktiebok).

3. Restricted vs unrestricted equity

Swedish company law divides equity in an aktiebolag into two categories: restricted equity (bundet eget kapital) and unrestricted equity (fritt eget kapital). Understanding this distinction is essential, because only unrestricted equity can normally be distributed to shareholders as dividends.

Restricted equity in detail

Share capital is the core component of restricted equity. It provides a buffer for creditors and cannot be returned to shareholders without a formal process involving Bolagsverket. To reduce share capital, the company must notify all creditors, who then have two months to object. Bolagsverket must approve the reduction, and the share capital can never fall below SEK 25,000 for a private company or SEK 500,000 for a public company.

Unrestricted equity in detail

Unrestricted equity builds up over time as the company makes a profit and owners choose not to take it all out as dividends. It also includes unconditional shareholder contributions (ovillkorade aktieägartillskott) made by owners to strengthen the company's finances without receiving anything directly in return.

If total unrestricted equity is negative, the accounting term used is ansamlad förlust (accumulated loss).

4. How equity increases and decreases

Equity is not a fixed figure. It changes every time the company makes money, loses money, receives a contribution, or pays out to shareholders.

The management report (förvaltningsberättelse), which is part of every annual report, must explain how equity has changed from the previous financial year. This is a legal requirement under Swedish accounting rules.

5. Paying dividends: the precautionary principle

Dividends (utdelning) reduce unrestricted equity. In an aktiebolag, dividends are decided by the general meeting of shareholders (bolagsstämman) and can only come from unrestricted equity.

However, having unrestricted equity available does not automatically mean it can all be paid out. Swedish company law applies the precautionary principle (försiktighetsprincipen): dividends must not be so large that they put the company's future ability to meet its obligations at risk.

In practice this means the board must consider:

• The company's liquidity needs
• Planned investments and upcoming liabilities
• Industry-specific risks
• Whether the company can continue as a going concern after the distribution

Paying out dividends that leave a company unable to pay its debts can expose directors to personal liability. It can also trigger the critical balance sheet obligations described in the next section.

6. When equity falls too low: the critical balance sheet

This is one of the most important and often underestimated rules for aktiebolag directors in Sweden. It is set out in Chapter 25 of the Swedish Companies Act (aktiebolagslagen).

What the board must do

The process has two stages:

1. Prepare a critical balance sheet (kontrollbalansräkning). This is a special balance sheet drawn up by the board to establish whether equity has in fact fallen below the threshold. An auditor must review it.
2. Call an extraordinary general meeting (kontrollstämma). If the critical balance sheet confirms the shortfall, shareholders must be called to a meeting where they decide whether to restore the equity or wind up the company.

If the board fails to follow this process, directors can become personally liable for debts the company incurs after the point when they should have acted. This is a serious and frequently overlooked risk, particularly for founders of companies set up with the minimum SEK 25,000 share capital, where the margin between compliance and a mandatory critical balance sheet is just SEK 12,500.

How to restore equity

Shareholders can restore equity by making a shareholder contribution (aktieägartillskott). This increases equity directly without issuing new shares. An unconditional shareholder contribution becomes part of unrestricted equity; a conditional one is recorded differently and can theoretically be repaid later if equity allows.

7. The 3:12 rules: new dividend tax rules from 2026

For owner-managers of closely held companies (fåmansföretag), the question of how dividends are taxed is governed by Sweden's so-called 3:12 rules (3:12-reglerna). These rules determine how much of a dividend or capital gain you can receive at a lower rate of capital tax rather than the higher rate of income tax.

The rules changed significantly on 1 January 2026, following a parliamentary decision on 26 November 2025. The new rules apply to all income years from 2026 onwards (reported on K10 forms filed in 2027).

What changed in 2026

Tax rates under the 3:12 rules (unchanged for 2026)

• Dividends within the threshold amount: taxed at 20% (2/3 as capital income at 30%)
• Dividends above the threshold: taxed as employment income at progressive rates (roughly 32% to 57%)
• Dividends above 90 income base amounts are taxed as capital income at 30%
• The company itself pays corporate tax of 20.6% before any dividend is distributed

The 3:12 rules apply specifically to fåmansföretag: unlisted companies where four or fewer shareholders together control more than half the votes. This covers the vast majority of privately held aktiebolag in Sweden.

8. Aktiebolag vs sole proprietorship: equity differences

Many business owners in Sweden start as a sole proprietor (enskild firma) and later convert to an aktiebolag. The equity structures are fundamentally different.

Partnerships (handelsbolag and kommanditbolag) sit between these two: there is no share capital requirement, but partners have rules around contributions and withdrawals, and general partners bear unlimited liability.

9. Frequently asked questions

Can I take money out of my aktiebolag at any time?

No. Owners take money out through salary (lön), dividends (utdelning), or repayment of shareholder loans. Dividends require a formal decision by the general meeting, can only come from unrestricted equity, and must pass the precautionary principle test. Taking money out informally as a personal expense is not permitted and can create tax and legal problems.

What happens if my company has negative equity?

If equity falls below half of the registered share capital, the board must immediately prepare a critical balance sheet. If negative equity is confirmed, shareholders must decide at a general meeting whether to restore equity (for example through a shareholder contribution) or initiate voluntary liquidation. Failing to act exposes directors to personal liability for subsequent debts.

Is a shareholder contribution the same as a loan?

No. A shareholder contribution (aktieägartillskott) transfers money or assets to the company without the company incurring a debt. An unconditional contribution increases unrestricted equity permanently. A conditional contribution can in theory be repaid if equity later allows, but it must not be treated as a loan for accounting purposes.

What is the equity ratio and why does it matter?

The equity ratio (soliditet) is equity divided by total assets, expressed as a percentage. It measures how much of the company's assets are financed by equity rather than debt. A higher equity ratio generally signals better financial stability and reduces vulnerability during periods of lower revenue. Swedish creditors, banks, and business partners often use the equity ratio when assessing creditworthiness.

Do the new 3:12 rules apply to my company?

The new 3:12 rules apply to shareholders in fåmansföretag who hold qualified shares (kvalificerade andelar). You hold qualified shares if you or a close family member are active in the company to a significant degree. The new rules apply to dividends and capital gains from income year 2026 onwards, reported on the K10 form filed in spring 2027. You should review your situation with an accountant before taking dividends, particularly if you own shares in multiple closely held companies, as the new mandatory allocation of the basic amount between companies can affect your available allowance.