Shareholder loan in Finland 2026: the 31 December tax rule
A shareholder loan (osakaslaina) is money a Finnish limited company (Oy) lends to its owner. If you, your family or all of you together own at least 10 % of the company, whatever you borrowed during the year and still owe on 31 December is taxed as your capital income (pääomatulo) for that year. It stays a debt, and repaying it by the fifth tax year after the year you drew it gives you a deduction.
Company law: no section of its own
The Limited Liability Companies Act (osakeyhtiölaki, OYL) has no section on loans to shareholders. OYL 13:10 forbids lending so that another party can buy the company's or its parent's shares, which is a different matter. The Tax Administration (Verohallinto) says such loans are judged by the Act's general principles, above all these:
- A transaction that reduces the company's assets or increases its debts without a business reason is an unlawful distribution (OYL 13:1). A recipient who knew or should have known must return the money with interest (13:4).
- A board member may not take part in handling an agreement between themselves and the company (OYL 6:4). Shareholders who all agree can decide, in a single case, a matter within the general powers of the board or the managing director (5:2).
The tax: TVL 53 a §
Under the Income Tax Act (tuloverolaki, TVL) 53 a §, a loan an individual gets from an Oy during the tax year is capital income to the extent it is unpaid at the end of that year, if the borrower, their family members or they together own, directly or indirectly, at least 10 % of the shares or votes.
| Question | Rule |
|---|---|
| Whose shares count | yours, your spouse's and those of your children under 17 at the start of the year |
| When ownership is measured | 31 December |
| Which year | the calendar year the loan is drawn, whatever the company's financial year |
| How much | the part drawn that year and unpaid on 31 December |
| Tax rate | 30 % up to 30 000 euros of capital income, 34 % on the part above |
"Spouse" follows the Income Tax Act: a cohabiting partner counts if you have or have had a child together or were married to each other before (TVL 7 §). A spouse or child who owns nothing is still taxed if the rest of the family owns 10 %. The company withholds no tax on it, so consider paying additional prepayment.
Not taxed under 53 a §: a loan when the family's shares and votes are both under 10 %, a loan repaid in full by 31 December of the year it was drawn, and ordinary trade receivables. On the other hand, private expenses the company paid for you count as a shareholder loan if there is a real intention to repay and they are booked as a loan to you, at the latest when the financial statements are made.
Taxed, but still a debt
Taxing the loan does not cancel it: the company keeps its receivable and you still owe the money, even after five years. The five years decide only the deduction: repayments can be deducted from your capital income if made by the fifth tax year after the year the loan was drawn (TVL 54 c §), so by the end of 2031 for a 2026 loan.
You can repay in cash or by set-off against a salary, an expense claim or a dividend the company has decided to pay. Only what remains after withholding and other statutory deductions counts, and the salary or dividend is taxed as usual. Repaying with a new shareholder loan just to restart the clock can be disregarded as tax avoidance.
An unpaid loan also shrinks your cheaply taxed dividend: if you and your family own at least 10 %, your loans and theirs are deducted from the value of the shares when the 8 % band is worked out (TVL 33 b §).
An example
You own all the shares and have no other capital income. In March 2026 you borrow 20 000 euros; in November you repay 5 000.
- On 31 December 2026, 15 000 euros is unpaid. That is your capital income for 2026, taxed at 30 %: 4 500 euros. You still owe the 15 000.
- In 2027 you repay the 15 000 euros and deduct it from your 2027 capital income. With 15 000 to 30 000 euros of other taxable capital income that year, that saves 4 500 euros.
- With no capital income, the deduction becomes a deficit. You get 30 % of it as a credit against the tax on your earned income, as far as that tax allows, usually at most 1 400 euros (more if you support children under 17). The part of the deficit the credit did not use becomes a loss deducted from your capital income over the next ten years: here 15 000 less 1 400 / 0.30, about 10 333 euros (TVL 60 §, 118 § and 131 §).
What the repayment saves depends on your capital income that year: with enough, it saves the full 30 %; with none, the credit is capped and the rest waits as a loss.
Interest
For a loan taxed as your capital income under 53 a §, the tax rules require no interest, and interest left uncharged is not a disguised dividend. For a loan outside 53 a §, such as one repaid within the year or one to a holder under 10 %, the company must charge at least the base rate (peruskorko) confirmed by the Ministry of Finance, 2.75 % for July to December 2026, or the missing interest can be taxed as a disguised dividend.
We still suggest agreeing interest: a loan on terms the company would give nobody else is harder to defend as business for the company (OYL 13:1). Interest you pay is deductible only if you use the loan to earn income; interest on a loan for private spending is not. Interest added to the loan instead of paid is treated as a new loan.
When a loan becomes a disguised dividend
If it is evident that a loan was never meant to be repaid, it can be taxed as a disguised dividend (peitelty osinko, VML 29 §), which is earned income in full (TVL 33 d §). Warning signs include a borrower already insolvent when borrowing or a loan very large for their means, no board decision, undocumented terms and no fixed loan period. It can also happen later, if the intention to repay disappears and the company gives up collecting; the borrower's later insolvency alone is not enough.
The alternatives
If the money is really pay or profit, take it as that: salary, or a dividend decided on adopted financial statements. Our articles on salary or dividends and AGM minutes cover both. A dividend can also repay a loan by set-off.
How to do it properly
- Decide it. A decision of a quorate board without any disqualified member, or a unanimous decision of the shareholders; in a one-owner company, the owner's written decision (OYL 6:3, 6:4 and 5:2).
- A written loan agreement with the amount, interest, repayment schedule and loan period. Then follow it.
- Book it as a receivable from the shareholder, with interest income as it accrues.
- Before 31 December, decide whether this year's loan will be repaid. If not, it is your capital income.
- The notes to the financial statements. A small or micro company shows, per body, the loans to its managing director, board members and deputy members: the total, the increases and decreases during the year, and the main interest and other terms (the small and micro company decree, PMA 3:9). A company that is not small or micro under the Accounting Act discloses loans and commitments to related parties with their main terms in its board's report (toimintakertomus) when together they exceed 20 000 euros or 5 % of equity (OYL 8:5–8:6).
- The company's tax return (Form 6B) lists every shareholder loan balance at the end of the financial year, per borrower, whatever their holding.
- The annual information return (7851) reports loans drawn in 2026 and unpaid on 31 December 2026 by 10 % holders and their families, and repayments of loans taxed in 2021–2025, by 24 February 2027. Check the loan and any deductible repayment on your own pre-completed tax return and correct it in MyTax if needed.
What we do
We keep the books, prepare the financial statements and the tax return, and flag any shareholder loan before 31 December, so it can be repaid in time if that is the plan. Limited company accounting is 199 euros a month up to 240 000 euros of turnover and 249 euros above, plus VAT 25.5 %, with the software and the year-end included and no limit on receipts. More on our limited company accounting page.
Sources
- Tax Administration: taxation of a shareholder loan taken by an individual (in Finnish)
- Tax Administration: annual information return on shareholder loans, instructions 2026 (in Finnish)
- Tax Administration: instructions for completing the income tax return (Form 6B)
- Tax Administration: Form 13, account of shareholder loans, instructions
- Tax Administration: tax bases 2026
- Ministry of Finance: base rate (in Finnish)
- Finlex: Income Tax Act 1535/1992, sections 8, 33 b, 33 d, 53 a, 54 c, 60, 118, 124 and 131 (in Finnish)
- Finlex: Limited Liability Companies Act 624/2006, chapters 5, 6, 8 and 13 (in Finnish)
- Finlex: Government Decree on the financial statements of small and micro undertakings 1753/2015, chapters 1, 3 and 4 (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, and 249 € above it. See accounting for limited companies.
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