A Swedish founder who moves abroad usually assumes the closely held company rules stop mattering on the day the residence changes. They do not. The rules in chapter 57 of the inkomstskattelag, known as 3:12, attach to the shares rather than to the shareholder’s address, at least as far as a sale is concerned, and were rewritten with effect from 1 January 2026.
Two separate questions decide what a departing founder pays. Whether Sweden still has the right to tax the gain, a question of residence and treaty. And, if it does, how the gain splits between the capital and employment brackets, a question of chapter 57. Most planning answers only the first.
What makes a share qualified
Under 57 kap. 4 § of the inkomstskattelag a share is qualified where the shareholder or a related person has been active in the company to a significant extent during the tax year or a stated number of preceding tax years. For 2026 that number is still five, because the reduction to four applies first for tax years beginning after 31 December 2026. The test runs through subsidiaries and through another closely held company in the same or a similar business, so restructuring does not break the chain.
Nothing in that definition mentions residence. A founder who sells the operating business, moves to Amsterdam and keeps the Swedish holding company still holds qualified shares, because the test looks backwards at what was done in Sweden, not where the shareholder lives.
Two provisions can release the shares. Section 5, the outside ownership rule, treats shares as unqualified where outsiders own a significant part of the company and have a right to dividends, unless there are particular reasons. Section 6 keeps a share qualified for four tax years after the company ceases to be closely held.
The gränsbelopp was rebuilt for 2026
Until 2026 the annual allowance came from one of two methods, a simplification rule fixed at a multiple of the income base amount or a main rule built on the cost base and wages. Both are gone. Under 57 kap. 11 § as amended by Lag (2025:1361), the year’s gränsbelopp is the sum of three parts.
The first is a base amount of four income base amounts, divided equally over the shares in the company. Skatteverket puts the base amount for 2026 at 322 400 kronor, four times the income base amount of 80 600 kronor for 2025. Section 11 a allows only one base amount across all companies. That ceiling is not new: the simplification rule had been confined to one company for years, to stop shareholders opening vehicles in series. What it changes is the allocation, and only when it has to: the amount is worked out company by company, and only if the amounts falling on a shareholder’s shares in several companies add up to more than one base amount is the total reallocated in proportion to the holdings.
The second is the wage based space, which under 57 kap. 16 § is 50 per cent of the shareholder’s share of the wage base above eight income base amounts, 644 800 kronor for 2026. The two requirements that gated it, a minimum salary and a holding above four per cent, have been removed, which reverses the position of many minority founders. What survives is the cap: it cannot exceed 50 times the cash remuneration the shareholder or a related person took from the company and its subsidiaries in the year before. That bites on a departure, because 50 times nothing is nothing: a founder who stops drawing cash from the Swedish company loses the wage based space altogether.
The third is interest on the part of the combined cost base exceeding 100 000 kronor, at the government borrowing rate increased by nine percentage points. For 2026 that rate was set on 30 November 2025 at 2.55 per cent, so 11.55 per cent on the excess. The threshold is new and removes the small cost base entirely. The index and capital base rules for shares acquired before 1990 or 1992 are repealed but still apply to tax years beginning before 1 January 2029.
Those three make up the year’s gränsbelopp, which is not the whole threshold. Under 57 kap. 10 § the gränsbelopp that sections 20 and 21 measure against is the year’s amount plus the saved dividend space from earlier years, often the larger part: in Skatteverket’s 2026 example, 750 000 kronor of a total of 1 250 000. From 2026 it carries forward flat, where it previously grew each year at the government borrowing rate increased by three percentage points.
Twenty per cent, then the employment bracket, then thirty
Section 20 takes a dividend above the gränsbelopp into the employment bracket and the part within it into the capital bracket to the extent of two thirds. With capital income taxed at 30 per cent under 65 kap. 7 §, two thirds at 30 per cent gives the twenty per cent figure everyone quotes. Section 21 does the same for a capital gain.
The ceilings matter more than the headline. Section 20 a stops a dividend going into the employment bracket beyond 90 income base amounts from one company in a tax year. Section 22 stops a capital gain going there beyond 100 income base amounts, counted over the disposal year and the five preceding. Both are measured across the related persons in the same family group, both use the income base amount for that year rather than the preceding one used elsewhere in the chapter, and above the ceiling the excess falls back into the capital bracket at 30 per cent. On a large exit the middle band is what costs money, and those two ceilings fix its size.
All of that assumes the shareholder is still unlimitedly liable in Sweden, and half of it stops when he is not. The list in 3 kap. 18 § of what a person with limited tax liability is taxed on covers dividends on shares in Swedish economic associations, not in an aktiebolag, and 3 kap. 21 § sends the dividend to the kupongskattelag, so section 20 and the 90 income base amount ceiling stop reaching him. The gain is the opposite case: 3 kap. 19 § applies whatever income category the gain falls into, which carries chapter 57 with it. For a founder who has left, the gränsbelopp matters on a sale, not on a distribution.
The four year clock, and the year it actually starts
The 2026 package shortened the backward looking periods in 57 kap. 3, 4 and 5 §§ from five tax years to four, which moves the release forward a year for a founder waiting for the shares to fall out of the regime.
It does not take effect when most summaries say it does. The general provision applies the new rules to tax years beginning after 31 December 2025, but the shortened look back in sections 3, 4 and 5 only for tax years beginning after 31 December 2026. The reasoning is in the budget bill for 2026: those provisions look backwards, and the government could not say whether moving the consequence forward a year would help or hurt someone who had planned around five.
The karensregel in 57 kap. 6 §, which keeps a share qualified after a company ceases to be closely held, was shortened to four tax years on the ordinary timetable, because it looks forwards. One four year period is already running and another is not.
The ten year rule keeps Sweden in the picture
Sweden has no exit charge on shares. It has 3 kap. 19 § instead, which taxes a person with limited tax liability on capital gains where that person was resident in Sweden, or stayed here habitually, at any time in the calendar year of the disposal or the ten preceding.
The second paragraph covers share related rights under 48 kap. 2 §. The fourth limits the reach over foreign issued rights, caught only if acquired while the taxpayer was unlimitedly liable in Sweden. The fifth disapplies that limitation where the foreign holding replaced a Swedish one.
That last provision defeats the obvious plan. Contributing Swedish shares to a foreign holding company before the move does not put the gain outside the ten year rule, because the foreign shares stand in the shoes of the Swedish ones.
The move that did not happen
Before the ten year rule is reached, a departing founder has to have stopped being unlimitedly liable. Section 3 kap. 7 § lists the factors that establish an essential connection to Sweden: citizenship, a dwelling fit for year round use, family here, and economic engagement giving significant influence over a business here.
The second paragraph reverses the burden. For five years from the day of departure a person is presumed to have an essential connection to Sweden unless he shows otherwise, and the presumption catches Swedish citizens and anyone resident or habitually present here for at least ten years. A founder who keeps a Swedish holding company with influence over a Swedish business argues against it from the worst position available.
A Dutch structure has to be built with care. A holding company genuinely established in the Netherlands, with its own board and its own decisions, supports the argument; one that exists on paper while the Swedish business is run remotely supports the opposite.
What the treaty does to the ten years, and what the next one will do
The ten year rule is domestic law and a treaty can cut it back. Under article 13, paragraph 5 of the 1991 convention between the Netherlands and Sweden, the treaty in force today, each state keeps the right to tax under its own law a gain on the alienation of shares in a company resident in that state, derived by an individual resident in the other state who has been a resident of the first state in the last five years preceding the alienation. It also covers other rights that Swedish law taxes like shares.
For a founder moving from Sweden to the Netherlands that is five years and not ten, measured back from the disposal. Two conditions are easy to overlook. The company has to be resident in the taxing state, so the paragraph does not reach a foreign holding company the founder owns. And the person has to be resident in the other state, which returns the analysis to the tie breaker rather than the passage of time.
That window is closing. Sweden and the Netherlands signed a replacement convention on 24 June 2026, put before the Riksdag on 8 September 2026 as prop. 2025/26:307. Its article 13, paragraph 6, introduced on Swedish initiative, lets the former state of residence tax a gain on any property other than the immovable property, business assets and ships or aircraft of the first three paragraphs, where the alienation falls in the calendar year residence ceased or any of the ten next following.
The successor’s paragraph 5 is easy to misread. The government calls it mainly clarifying: it lets a state that has already charged an exit tax collect that tax on a later disposal, and the protocol confirms the ten year limit does not cut the collection down. That is the Dutch case, not the Swedish one, because Sweden charges no exit tax on shares and article 21 commits it instead to crediting Dutch exit tax that has actually been paid, not tax assessed and deferred. For a founder leaving Sweden the clock that counts is paragraph 6.
Three things move at once, all against a departing founder. Five years becomes the calendar year residence ends plus the ten following, up to eleven calendar years, long enough that the treaty stops cutting back the domestic ten year rule. The period runs forwards from the end of residence instead of backwards from the disposal, so postponing a sale no longer shortens it. And the residence of the company drops out, because paragraph 6 speaks of any other property. Under the 1991 text the foreign holding company sits outside the paragraph altogether and without time limit; under the successor that shelter goes entirely, from the first tax year of application and whatever the date of departure.
None of it is law yet. The convention enters into force on the last day of the month after the month in which the later of the two notifications is received, and the Swedish act on a day the government then fixes, applying to income taxes for tax years beginning on 1 January of the year after entry into force; until then the 1991 rules apply. The bill is still before the Riksdag, with the motion period open to 13 October 2026, so the earliest the new text can govern a disposal is the 2027 income year.
Sequencing
The order of the steps decides the outcome. Residence has to be settled first, because the treaty applies only to a person resident in the Netherlands, and essential connection has to be broken in fact rather than in intention. The chapter 57 position runs on its own clock. The third clock is the one that has changed: under the 1991 text the treaty period runs from the disposal backwards, which makes the date of sale a variable; under the signed successor it runs forwards from the day residence ends.
A founder who moves and sells in the same year has all three at once. The advice that used to follow, wait for the activity test and the treaty window to expire, is now only half sound. The chapter 57 clock still rewards waiting and is domestic and predictable. The treaty clock may not be the one that applies by the time the shares are sold, so a disposal planned for 2027 or later has to be tested against both texts, not against the one in force now. Leaving before the successor applies does not lock in the five year window, because what decides which text governs is the tax year of the disposal, not the year of departure.
This article is informational and does not constitute tax or legal advice. The treatment of any structure depends on its facts and on the law of each jurisdiction involved. Each engagement is subject to scope and applicable regulation.