Efterutdelning: a dividend before year end via an extraordinary general meeting

You have a 2026 dividend allowance you would rather not leave unused, but the annual general meeting has already been held and the next one is in spring 2027. Whatever that meeting decides falls under the 2027 allowance. The solution is an efterutdelning, a dividend decided at an extraordinary general meeting during the year, out of profit that has already been adopted.

What you can distribute

An extraordinary meeting can only distribute money that already exists as unrestricted equity (fritt eget kapital) in the most recently adopted balance sheet, meaning the annual report the last AGM approved, minus anything distributed since. The current year’s profit does not count; it is adopted at the next AGM.

Look at the equity section of the balance sheet: retained earnings plus the year’s result in the adopted annual report, minus any dividend the AGM decided then. That is the ceiling, under chapter 17, section 3 of the Companies Act. Restricted equity, such as the share capital, is off limits.

The prudence rule still applies

Having the money in the balance sheet is not enough. The dividend must be justifiable given what the business needs in equity, the company’s need to build reserves, its liquidity and its position in general. The board has to explain this in a written statement. If the company is short of cash or has large commitments ahead, emptying the account is not justifiable, whatever the balance sheet says.

Step by step

1. The board drafts a dividend proposal with the amount and payment date, and a statement that the dividend is justifiable.
2. Shareholders are called to an extraordinary general meeting. If you are the sole owner you can hold the meeting immediately and waive the notice period, but minutes still have to be drawn up.
3. The meeting decides on the dividend and the minutes are signed.
4. The decision is registered with Bolagsverket. This is mandatory for a dividend decided outside the AGM, unlike an AGM dividend, and is easiest done in the e-service on Bolagsverket’s dividend page.
5. The money is paid to the shareholders no later than the date in the decision, and in our case by 31 December 2026.

The bookkeeping is simple: once the meeting has decided, the dividend is booked as a liability to the shareholders against unrestricted equity, and when it is paid the liability is cleared against the bank account.

An example

Your company had 900 000 kr in unrestricted equity in the annual report adopted in June 2026. The AGM decided on a 200 000 kr dividend at the time. What is left to distribute at an extraordinary meeting in November is therefore at most 700 000 kr, provided the board can show the company can afford it.

If your 2026 allowance is 500 000 kr and you already took 200 000 kr in June, 300 000 kr remains at 20 percent tax. A 300 000 kr dividend at the extraordinary meeting uses the whole year’s room. Anything above that is taxed as salary.

When it is not worth it

If there is no adopted unrestricted equity to draw on, there is nothing to decide, however large the allowance. The unused allowance is saved for next year instead; it does not disappear. And if the company needs the money for salaries, tax or investments in the spring, it is usually better to leave it where it is.

Book the board meeting and the general meeting well before Christmas. Bolagsverket’s processing takes a few days, and the bank transfer has to clear before the year ends.