Extraordinary general meeting for a dividend: the paperwork

You have looked at the company account, seen there is money left over, and want to take one more dividend before year end. The decision itself takes five minutes. What takes time is getting the right documents together and meeting the deadlines, and that is where a lot of extra dividends get sloppy.

The ceiling was set at the annual meeting

You can only pay out the unrestricted equity (fritt eget kapital) shown in the most recently adopted balance sheet, minus any dividend you have already decided on since then. The profit you have made during 2026 does not count, even if it shows clearly in the books. This follows from Bolagsverket’s page on dividends decided at an extraordinary general meeting and from the restricted equity test in chapter 17, section 3 of the Companies Act (aktiebolagslagen).

On top of that comes the prudence rule (försiktighetsregeln) in the same section. The dividend has to be justifiable given the company’s need for equity, its liquidity and its overall position. So having the number on the balance sheet is not enough. The money has to be able to leave the company without the company struggling to pay its bills.

A worked example

Say your company uses the calendar year as its financial year and has 25,000 shares. The 2025 årsredovisning (the annual report), adopted at the annual meeting in May, showed SEK 380,000 in retained earnings and SEK 220,000 in profit for the year. Unrestricted equity was therefore SEK 600,000, and the annual meeting decided on a SEK 150,000 dividend.

What is left to distribute is SEK 450,000. The SEK 300,000 profit the company has made so far this year does not raise that ceiling. If you also have SEK 280,000 in the bank and a VAT payment coming up, paying SEK 450,000 is not justifiable. A reasonable decision might be SEK 200,000, or SEK 8 per share. That leaves SEK 250,000 available until the next annual meeting.

The documents that must be available

Because the annual report is not dealt with at an extraordinary meeting, chapter 18, sections 4 to 6 of the Companies Act ask for more than at the annual meeting. The board drafts a proposal stating the amount per share, the payment date and how much of the distributable amount remains after the latest value transfer decision. Attached to the proposal you need:

• the board’s reasoned statement that the dividend is justifiable
• a copy of the most recently adopted annual report
• the auditor’s report for the same year, if the company has an auditor
• a signed account from the board of significant events since the annual report was submitted, including value transfers decided and changes in restricted equity after the balance sheet date
• the auditor’s statement on that account, if the company has an auditor

If you have no auditor, which is common in small companies, the auditor’s parts drop out. You still need the board’s account. Keep it concrete: a large customer contract, a new loan, a bad debt, or simply that nothing significant has happened.

Deadlines: two weeks is the minimum

Notice of an extraordinary general meeting (extra bolagsstämma) must go out no earlier than six weeks and no later than two weeks before the meeting, under chapter 7, section 20 of the Companies Act, and in the way your articles of association (bolagsordning) specify. The notice must state time and place, a proposed agenda and the main content of each proposal, according to Bolagsverket’s guidance on notices. The proposal and attachments must also be available to shareholders for at least two weeks before the meeting under chapter 18, section 7.

If you send the notice on Monday 2 November, the earliest the meeting can be held is Monday 16 November. That leaves plenty of time to pay out before Christmas.

If you own all the shares yourself, or there are a few of you who agree, the usual approach is to hold the meeting straight away and record in the minutes that all shareholders are present and accept that the meeting is held even though notice was not given in the proper way. This is established practice, since the deadlines exist to protect shareholders, but the law does not say so explicitly. The same goes for decisions per capsulam, meaning without a meeting. Bolagsverket notes that the Companies Act has no explicit rules for this and that the minutes must be signed by all shareholders. Either way, you still need the chapter 18 documents.

After the meeting: minutes, registration and the information return

The chair makes sure minutes are kept, and they must be available to shareholders no later than two weeks after the meeting under chapter 7, sections 48 and 49. File them together with the proposal and attachments.

Then comes the step many people miss. A dividend decided at any meeting other than the annual meeting must be reported for registration without delay under chapter 18, section 10. According to Bolagsverket, you file it through verksamt.se, and there is no fee.

In the books, you move the amount from retained earnings to a liability to the shareholders on the day of the meeting and clear the liability when the money is paid. By 31 January 2027 the company files an information return, kontrolluppgift KU31, for the dividend. Tick the box for a closely held company (fåmansföretag), otherwise the dividend risks being counted twice in the tax return. The company withholds no preliminary tax on the dividend, because an ordinary small AB is not a avstämningsbolag (a company whose shares are registered with a central securities depository).

Open your articles of association before you write the notice and read what they say about how notice must be given. If they require a method you had not planned for, that is what decides the earliest possible meeting date.