Dividends from your own AS – which rules and deadlines apply?

Money in the account is not the same as distributable capacity. The company has to have headroom under section 8-1 of the Companies Act, follow the right decision process, and still have adequate equity and liquidity afterwards. The tax normally arises on the date of the resolution, not when the money is paid – a December resolution is income for that year even if payment happens in February.

Ordinary, additional and extraordinary dividends

An ordinary dividend is resolved by the general meeting on the basis of the latest approved annual accounts. The general meeting cannot resolve a higher dividend than the board has proposed or accepts. An additional dividend can be resolved later in the year, still on the basis of the latest approved annual accounts. The general meeting can authorise the board to resolve one, but the authority has to be registered in the Register of Business Enterprises before it is used. An extraordinary dividend is based on an interim balance sheet under section 8-2a. Its balance sheet date cannot be more than six months old. Where the company has validly opted out of an audit of its annual accounts, the ordinary audit requirement does not apply to the interim balance sheet. It still has to be sent to the Register of Company Accounts, and the distribution can only be made once it has been registered and announced. That last step is often overlooked – and it takes time.

How much can the company distribute?

The bank balance does not set the dividend capacity. Under section 8-1 the company must after the distribution have net assets covering the registered share capital and other restricted equity. Relevant credits, security given, and distributions or other dispositions after the balance sheet date also have to be taken into account. It is therefore dangerous to read «other equity» in the balance sheet and assume the whole amount can be distributed.

Adequate equity and liquidity is a separate test

Even where the technical dividend headroom shows NOK 2 million, the distribution can be unlawful if the company's finances afterwards are too weak. The board has to consider ongoing cash needs, upcoming taxes and duties, loans and repayment dates, investment needs, the risk in the business and expected trading ahead. A company can have high equity and little cash. Those are two different questions, and both have to be answered yes.

The tax normally arises when the dividend is resolved

A lawful dividend is as a general rule earned for tax purposes when the shareholder acquires an unconditional right to it. That normally means the date of the resolution, not the date of payment. If the general meeting resolves a dividend on 15 December 2026 and the money is paid on 15 February 2027, the dividend is normally income in 2026. Under the Companies Act the payment date cannot be set later than six months after the resolution.

Do not resolve a dividend if you are genuinely unsure

A resolved dividend cannot normally just be undone for tax purposes later. There are narrow exceptions, including genuine payment difficulties or unlawful distributions corrected quickly, but there is no general right to change your mind. If you are in doubt whether the company can take the distribution, waiting is cheaper than reversing.

Personal shareholder: 37.84% after shielding

In 2026 the tax on a taxable share dividend is 37.84% after the available shielding deduction. The shielding rate for 2026 had not been set as at September 2026. It is published in January 2027, so nobody can calculate the final shielding for the year while the year is running. How the shielding builds up and carries forward is set out in The shielding deduction on shares

A holding company: often 0.66% – or nil

Where a Norwegian holding company receives a qualifying dividend within the participation exemption, 3% of it is as a general rule taken to income. With 22% corporation tax that is 0.66% effective tax. Where the group conditions are met – including more than 90% ownership and corresponding voting rights – even the three-per-cent rule can fall away. The whole rule with its exceptions is in The participation exemption

A dividend is not the same as repaying paid-in capital

Repayment of tax-paid-in share capital or share premium is not treated as a dividend. The amount can in principle be repaid without dividend tax, but it reduces the share's tax base and shielding basis. One thing to watch: tax-paid-in capital follows each individual share and is not necessarily the same as «contributed equity» in today's balance sheet. The position has to be documented per share, not read off the balance sheet.

An unlawful dividend can be expensive

Unlawful distributions have as a starting point to be repaid under section 3-7 of the Companies Act, with a limited good faith exception. The tax downside is large too: a personal shareholder cannot as a starting point use shielding against an unlawful dividend, and a corporate shareholder does not as a starting point get the participation exemption on one. You can therefore have to repay the money and still be left with higher tax than if the distribution had been lawful.

Reporting in 2026

A resolved dividend has to be reported in the shareholder register statement against the correct shareholder and share class. The deadline is still 31 January in the year after the income year, but from June 2026 the statement is filed through an end-user system, not directly on Altinn. Greenleaf can calculate the dividend capacity, check adequate equity and liquidity, document tax-paid-in capital and handle the bookkeeping and shareholder reporting.

This is general guidance, not advice on your specific case. Deadlines, rates and amounts change – always check the current rules, or get in touch with us.

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We can work out what actually has to be done, what documentation exists and how quickly it can be sorted. You can also reach us in the evenings and at weekends.

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