Paying dividends from a Finnish Oy: the rules and dividend tax in 2026
A Finnish limited company (osakeyhtiö, Oy) can pay dividends only out of the free equity shown in its last adopted financial statements, only if it is not insolvent and the payment will not make it so, and only on a decision of the general meeting or of the board under the meeting's authorisation. When the dividend becomes available, the company withholds 7.5 % from an individual shareholder and pays it by the 12th of the following month, reports the decision with its tax return, and lists every recipient on an annual return in January. For the owner, dividend tax in 2026 turns on 8 % of the mathematical value of the shares: within that line, and up to 150 000 euros a year, a quarter of the dividend is taxable capital income; above the line three quarters is taxable earned income. The tax rules here are for a Finnish-resident individual receiving dividends from an unlisted Finnish Oy.
Paying dividends at a glance
| Step | Rule | Where it comes from |
|---|---|---|
| 1. Funds | free equity in the last adopted statements | Companies Act, OYL 13:3 and 13:5 |
| 2. Solvency | no dividend if the company is or would become insolvent | OYL 13:2 |
| 3. Decision | general meeting, or the board under its authorisation | OYL 13:6 |
| 4. Withholding | 7.5 % to individuals, 28 % above 150 000 euros | Tax Administration |
| 5. Reports | withheld tax by the 12th of the next month, decision with the tax return, annual return by 31 January | Tax Administration |
Step 1: check the distributable funds
Company money can reach shareholders only in the ways the Limited Liability Companies Act (osakeyhtiölaki, OYL) allows, a dividend among them (OYL 13:1). Anything else that reduces the company's assets without a business reason is an unlawful distribution. Ordinary business payments, such as a salary for work, are a separate matter.
The company may distribute its free equity (vapaa oma pääoma), less any amount the articles of association say must stay undistributed and less development costs capitalised on the balance sheet (13:5). Free equity is the profit for the year and earlier years plus the unrestricted reserves, so losses from earlier years reduce it; the share capital is restricted equity (OYL 8:1). A return from the reserve for invested unrestricted equity (SVOP) is a separate kind of distribution, not covered here.
The figures come from the last adopted financial statements, audited if the company must have an auditor, and material changes since they were prepared must be taken into account (13:3).
Step 2: the solvency test
No funds may be distributed if, when the decision is made, it is known or should be known that the company is insolvent or that the distribution will make it insolvent (OYL 13:2). Retained earnings are no help if the cash is needed for next month's bills, so the board checks the cash, payables and taxes due before proposing a dividend. A shareholder who received a distribution they knew, or should have known, was unlawful must pay it back with interest (13:4).
Step 3: the decision
Dividends are decided at a general meeting (yhtiökokous) (OYL 13:6), usually the annual meeting that adopts the financial statements within six months of the year end (OYL 5:3). It may not decide on more than the board proposed or approved unless the minority-dividend rule or the articles oblige it to. The decision states the amount and which funds are used, and normally the payment date.
- One owner or unanimous owners: the decision can be made without a meeting, in writing, dated, numbered and signed, by at least two shareholders if there is more than one (OYL 5:1). Our AGM minutes template includes the dividend item.
- Later in the year: the meeting can authorise the board to decide on a dividend up to a maximum amount set in the meeting's decision, valid at most until the start of the next annual meeting (13:6).
- Uneven dividends need the consent of all shareholders under company law, unless the articles say otherwise (13:6). Their tax treatment is a separate question.
- Minority dividend: owners of at least a tenth of the shares can demand, at the annual meeting before it decides on the profit, that at least half of the year's profit be paid out, after amounts the articles keep undistributed and less dividends already paid for that year. The demand is capped at 8 % of equity and at what may lawfully be distributed. The articles can provide otherwise, but restricting the right needs every shareholder's consent (13:7).
Step 4: withhold and pay the tax
The company withholds tax when the dividend becomes available for withdrawal (nostettavissa): on the payment date in the decision or, if none was set, on the day of the decision, even if the shareholder takes the money later.
| Dividend from an unlisted company to | Withholding |
|---|---|
| An individual, first 150 000 euros from this payer in the year | 7.5 % |
| An individual, the part above 150 000 euros | 28 % |
| A Finnish limited company | none |
The withholding is worked out on the whole dividend, including the tax-free part, and the paying company tracks the 150 000 euro limit for each recipient. A shareholder can give the company a revised tax card calculated for the dividend, and then that rate is used. No withholding is needed on a gross dividend of 20 euros or less.
The withheld tax is reported and paid as a self-assessed tax in MyTax (OmaVero) by the 12th of the month after the month the dividend became available, or, on a quarterly tax period, by the 12th of the second month after the quarter. Only the tax goes on that return, and a deadline on a weekend or holiday moves to the next business day. Ordinary dividends are not reported to the Incomes Register (tulorekisteri); only a dividend paid for the shareholder's work input goes there.
Step 5: the reports to the Tax Administration
- With the company tax return. The dividend decision and the date it became available go on Form 6B, the Oy tax return. A dividend decided after the return was filed is reported within one month of the decision.
- The annual information return on dividends. By 31 January of the following year the company lists each recipient, the gross dividend that became available and the tax withheld, even if the money has not been drawn. For dividends that became available in 2026 the last day is Monday 1 February 2027, because 31 January is a Sunday. With five or more recipients it must be filed electronically.
How the dividend is taxed in 2026
The 7.5 % is only a prepayment. Your real tax depends on the mathematical value of your shares, which the Tax Administration works out: the company's net assets, valued for tax purposes, from the financial year that ended in the previous year, divided by the number of outstanding shares (the company's own shares are left out).
| Part of the dividend | How it is taxed in 2026 |
|---|---|
| Up to 8 % of the mathematical value, first 150 000 euros | 25 % taxable capital income, 75 % tax-free |
| Up to 8 %, above 150 000 euros | 85 % taxable capital income |
| Above 8 % of the mathematical value | 75 % taxable earned income, 25 % tax-free |
Capital income is taxed at 30 % up to 30 000 euros a year and 34 % above that, counting all your capital income for the year. The 150 000 euro limit is per person, adding up all unlisted dividends you receive in the year. Some items come off the value of your shares: a shareholder loan unpaid at the end of the company's financial year, if you and your family own at least 10 % of the shares or votes, and, for an owner-manager, a company-owned home the family lives in. Both narrow the 8 % band.
Example. A sole owner's company had net assets of 100 000 euros on 31 December 2025, with no adjustments to the share value, so the 8 % line for 2026 is 8 000 euros. The meeting decides a 20 000 euro dividend payable on 29 May 2026. The company withholds 1 500 euros and, on a monthly tax period, reports and pays it by 12 June 2026. Then 8 000 euros is capital income, 2 000 taxable, costing 600 euros at 30 %; 12 000 euros is earned income, 9 000 taxable at the owner's own rate. At an assumed 40 % marginal rate the total is 4 200 euros, so the 1 500 withheld falls short. An additional prepayment (lisäennakko), or a revised tax card given to the company before payment, can prevent or reduce residual tax and interest.
Whether to take salary or dividends in 2026 is a calculation of its own. A sole trader's tax also starts from net assets, but at 20 % or 10 %; see how a sole trader's net assets are calculated.
Did anything change for 2026 or 2027?
The 8 % line, the 150 000 euro limit and the 7.5 % withholding are unchanged in 2026. A temporary rule for dividends available in 2026–2027 corrects the share value of a company that has acquired shares in a related-party share exchange on or after 1 January 2017, which concerns some holding companies only. The government proposal HE 151/2026 would cut the corporate tax rate from 20 % to 18 % from 2027. The government's September 2026 announcements on the 2027 tax proposals do not mention changes to the dividend limits or withholding rates. A proposal is not law until Parliament passes it.
Common mistakes
- Taking money before the decision. Money taken before a decision is not a lawful dividend. Depending on the facts it is a loan from the company, taxed as your capital income if it is unpaid at the end of the tax year (31 December) and you and your family own at least 10 %, or, if it was never meant to be repaid, a hidden dividend; see shareholder loans and their interest in 2026.
- Using unadopted figures. The draft statements for the year just ended are not a basis until the meeting has adopted them; see year-end steps.
What we do
For our limited-company clients we prepare the financial statements and the shareholders' decision, and tell you what your 8 % line actually is before you decide. Our limited company accounting is 199 euros a month up to 240 000 euros of turnover and 249 euros up to 500 000 euros, with a written quote above that, plus VAT 25.5 %, with the software and the year-end included and no limit on receipts. See the price list or request a quote.
Frequently asked questions
How do I pay dividends from a Finnish Oy?
Adopt the financial statements, check the free equity and solvency, and decide the amount and payment date at the general meeting or with all shareholders in writing. Then withhold 7.5 %, pay it by the 12th of the next month, report the decision with the tax return and file the annual return in January.
How are dividends taxed in Finland in 2026?
From an unlisted company, the part up to 8 % of the shares' mathematical value is 25 % taxable capital income up to 150 000 euros a year and 85 % taxable above that; the rest is 75 % taxable earned income. The company withholds 7.5 % in advance.
When is the 7.5 % withholding paid?
By the 12th of the month after the month the dividend became available for withdrawal, in MyTax, even if the shareholder has not drawn the money. On a quarterly tax period it is the 12th of the second month after the quarter.
Can a one-person Oy pay a dividend without a general meeting?
Yes. A sole shareholder can decide in writing, dated, numbered and signed. The rules on distributable funds and solvency still apply.
Sources
- Finlex: Limited Liability Companies Act 624/2006, 5:1, 5:3, 8:1 and chapter 13 (in Finnish)
- Tax Administration: withholding on dividends and the returns to the Tax Administration, detailed guidance (in Finnish)
- Tax Administration: taxation of dividend income, detailed guidance 2026 (in Finnish)
- Tax Administration: calculating the mathematical value of a share, detailed guidance 2026 (in Finnish)
- Tax Administration: taxation of a shareholder loan, detailed guidance (in Finnish)
- Tax Administration: withholding on dividends and cooperative surplus
- Tax Administration: when dividends are paid out
- Tax Administration: annual information return on dividends, instructions 2026
- Tax Administration: Form 6B filing instructions (in Finnish)
- Tax Administration: dividends from an unlisted company (in Finnish)
- Tax Administration: changes to tax bases in 2026 (in Finnish)
- Finnish Government: proposal to cut the corporate tax rate, 3.9.2026 (in Finnish)
- Finnish Government: changes to the 2027 tax bases, 21.9.2026 (in Finnish)
Please note: this is general information about Finnish rules, not advice for your own situation, and the rules change. Ask us before you act on it.
Your Oy's books and year-end
Bookkeeping, VAT, the financial statements and the tax return for 199 € a month plus VAT up to 240 000 € of turnover, 249 € up to 500 000 € and a written quote above that. See accounting for limited companies.
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