Shareholder contributions – frequently asked questions

Fact-checked: October 1, 2026 · Swedish law and accounting

A shareholder contribution is used to strengthen a limited company's financial position without the need to issue new shares. There are two main forms: unconditional and conditional shareholder contributions. The distinction primarily affects the right to future repayment and the tax treatment.

What is a shareholder contribution?

Shareholder contributions are not specifically defined in civil or tax legislation. The Swedish Tax Agency (Skatteverket) describes the purpose as improving the company's financial position. Contributions are used, among other things, to cover losses, strengthen the balance sheet, or reduce the risk of capital deficiency under Chapter 25 of the Swedish Companies Act.

What is the difference between conditional and unconditional shareholder contributions?

Unconditional shareholder contribution

Provided without the right to repayment. It is a permanent capital strengthening. The Swedish Tax Agency states that an unconditional contribution can generally be counted as an improvement expense and increases the cost base for the shares.

Conditional shareholder contribution

Contains conditions for future repayment when the company's unrestricted equity and corporate legal conditions permit it. The right to repayment is treated separately from the shares for tax purposes and is normally not added to the cost base of the shares.

See the full comparison in Conditional or unconditional shareholder contribution?.

How is a shareholder contribution reported?

According to BFN's K2 regulations, a received shareholder contribution must be reported as an increase in the item Retained earnings when the commitment is received. The BFN comment clarifies that this applies to both conditional and unconditional shareholder contributions.

When the competent body later decides on the repayment of a conditional shareholder contribution, unrestricted equity must be reduced.

Must a shareholder contribution be decided by the general meeting?

There is no general rule stating that the actual provision of a shareholder contribution must always be decided by the general meeting. The older article claimed this categorically and has now been corrected.

For a conditional contribution, however, repayment depends on a future decision to allocate unrestricted equity. The Swedish Tax Agency describes the repayment from a civil law perspective as a dividend/value transfer, which means that creditor protection rules must be satisfied.

How are shareholder contributions taxed?

• Receiving company: the main principle is that the contribution is not taxable income.
• Unconditional contribution: is generally not tax-deductible for the contributor but may as a rule increase the cost base of the shares.
• Conditional contribution: is generally not added to the cost base of the shares. The right to repayment is treated separately in capital gains taxation.

Tax treatment may be affected by who the contributor is, the ownership structure, and other circumstances. For larger amounts or group transactions, the company should seek tax advice.

Can shareholder contributions be used in the event of capital deficiency?

Yes. BFN mentions shareholder contributions as an example of a measure that can restore consumed share capital. However, a contribution does not retroactively cancel a board's obligation to follow the capital deficiency process (KBR) if the obligation has already arisen. The company's capital position must be capable of being demonstrated correctly.

Read the guide on capital adequacy balance sheets.

How is a conditional shareholder contribution repaid?

A genuine conditional contribution does not normally imply an unconditional claim against the company. Repayment can only take place when the conditions and corporate legal requirements are met. From a civil law perspective, the repayment is handled as a value transfer, and there must be available funds as well as a correct decision.

Must the contribution be documented in writing?

There is no general formal requirement equivalent to, for instance, real estate purchases. However, written documentation is very important to demonstrate the amount, type of contribution, timing, parties, and any repayment conditions. Unclear documentation increases the risk of accounting and tax disputes.

Sources

• Swedish Tax Agency – Shareholder contributions
• Swedish Accounting Standards Board – K2, Chapter 15 Equity
• BFN – Capital adequacy balance sheet