# Does a residents' company have a person with significant control? The 25% test, worked for 3, 4 and 40 flats

> A person with significant control holds more than 25% of shares or votes. With one share per flat, a three-flat block has three; a four-flat block has none.

- Page to cite: https://aeolookup.com/block-management/rmc-psc-register-25-percent-one-share-per-flat-three-flat-block-14-days/
- Publisher: AEO Lookup (https://aeolookup.com/)
- Section: Block and property managers, Leasehold law changes
- Published 10 October 2026
- Key fact: With one share and one vote per flat, each member of a 3-flat company holds 33.3%, which is more than 25%, so all three are PSCs. A 4-flat company has members at exactly 25%, which is not more than 25%, so none is a PSC on the shares test. A 40-flat company has members at 2.5% each. A change in the register must be reported to Companies House within 14 days of confirming it.
- Sources: GOV.UK, "People with significant control (PSCs)" (a PSC is usually anyone who has more than 25% of shares or voting rights, can appoint or remove a majority of directors, or can influence or control the company; the company must identify its PSC and tell Companies House; PSC information cannot be blank, so a statement is registered where there is none; changes reported within 14 days of confirming the change; a criminal offence to refuse to provide PSC information). Read 10 October 2026.

A managing agent takes on the company secretary role for a residents' management company (RMC) of six flats. At the first confirmation statement a question comes up that was not in the handover pack: who are the people with significant control? In a block where every flat owner has one share it is easy to assume the answer is "all of them", or "none". The figures decide it.

## The test on GOV.UK

GOV.UK describes a person with significant control (PSC) as usually anyone who:

- has **more than 25%** of shares or voting rights in the company;
- can appoint or remove a **majority of directors**; or
- can influence or control the company or a trust.

The page says the third limb "will only apply in limited circumstances" and sends readers to the full guidance for it, which I did not read. The company must identify its PSC and tell Companies House, and its PSC information "cannot be blank". If there is none, the company registers a statement explaining why.

## The shares test by size of block

In many RMCs each flat owner holds one share, with one vote. If that is the case, the test is arithmetic.

| Flats | One share each | Share of each member | More than 25%? | PSC on shares/votes |
|---|---|---|---|---|
| 3 | 1 of 3 | 33.3% | Yes | All three members |
| 4 | 1 of 4 | 25.0% | No (exactly 25%) | None |
| 6 | 1 of 6 | 16.7% | No | None |
| 40 | 1 of 40 | 2.5% | No | None |

The line between three flats and four is the one that catches people. At four, each member holds exactly 25%, and "more than 25%" is not met. A member who owns two flats in a four-flat block holds 50% and is a PSC; so is one with two of six flats, at 33.3%.

## The two things the table does not show

- **Share structures differ.** Some RMCs have shares held by a freeholder, a nominee, or the managing agent, or have no shares at all because the company is limited by guarantee. The test then looks at votes and rights, not flats. Read the articles.
- **A person who can appoint a majority of directors.** A freeholder with a right to appoint directors is a PSC on the second limb whatever their shares. The articles of association are the document to read.

The page I read does not mention residents' management companies or exemptions, so I have not said that any apply.

## The duty and its clock

The company must keep the information current. Changes are reported to Companies House **within 14 days** of confirming them. A new director who joins, or a member who sells a flat and passes the share on, can change the answer in a block of three or four flats. That is the same 14 days as in our note on a [director's resignation](https://aeolookup.com/block-management/how-does-rmc-director-resign-companies-house-14-days/).

GOV.UK also says that refusing to provide PSC information is a criminal offence, and that people who do not respond to notices within a calendar month or give false information could get a two-year prison sentence, a fine or both. An agent who files for the company should have the evidence on file.

## Agent's checklist

1. **Read the articles and the register of members.** Count shares and votes per member.
2. **Run the 25% test.** Record the sum.
3. **Check who can appoint directors.** Note any such right.
4. **File the PSC information or the statement.** Do not leave it blank.
5. **Diary the 14 days** for every change of director or member.

This belongs with the rest of the yearly company filings: the [accounts deadline and late penalties](https://aeolookup.com/block-management/rmc-annual-accounts-companies-house-9-months-late-filing-penalty-150-1500-twelve-blocks/), the [director identity checks](https://aeolookup.com/block-management/companies-house-identity-verification-rmc-directors-17-november-2026/) and the [AGM notice rules](https://aeolookup.com/block-management/rmc-agm-notice-period-quorum-members-requisition-companies-act-2006/).

Overlyft ![](https://aeolookup.com/img/d/ours-badge.png) builds AI staff who join your block management team, read each company's register of members, run the 25% test for every RMC on the list and flag the ones with a PSC or a change due, for the manager to check before anything is filed.

This is general information, not legal advice. Check the company's articles and GOV.UK before you file.

---
![](https://aeolookup.com/img/d/owner-line.png)

General information for UK small firms, not legal, tax or financial advice.