TOPA DC: Offer of Sale, Response Windows, and Exemptions

TOPA in D.C., short for the Tenant Opportunity to Purchase Act, gives renters in most District properties the legal right to buy their building before the owner can sell it to anyone else. The law is codified at D.C. Code § 42-3404.02 and following sections, and it covers nearly all rental housing in Washington. The exact procedure, how long you have to respond, and whether you even have purchase rights at all depend on how many units your building contains.

Which Rentals Are Covered

TOPA splits rental housing into three tracks based on unit count.

Buildings with five or more units carry the most involved process. Tenants there must form an incorporated tenant organization before they can exercise purchase rights.

Buildings with two to four units run on a shorter schedule, and tenants can negotiate either individually or as a group.

Single-family homes are mostly out. Under the TOPA Accessory Dwelling Unit Act of 2018, a single-family rental is exempt from tenant purchase rights unless the tenant is 62 or older or has a disability, signed a lease by March 31, 2018, and took occupancy by April 15, 2018. Tenants who don’t meet those conditions still get a brief written notice that the owner has received or solicited a purchase offer, but the notice is informational. They have no right to buy.

The Offer of Sale

An owner who wants to sell a covered property has to start by delivering a written Offer of Sale to every tenant and to the Mayor, a function administered by the Department of Housing and Community Development (DHCD). The offer must state a real asking price and real terms, not an inflated number designed to scare tenants off.

Within seven days of a written request, the owner must also turn over supporting documents: any third-party purchase contract already signed, a floor plan, an itemized breakdown of monthly operating expenses, utility consumption rates, capital expenditures for the two preceding calendar years, the most recent rent roll, a tenant list, and a list of vacant units.¹ The offer goes out by certified mail, tracked delivery, or hand delivery, and in multi-unit buildings a copy has to be posted in a common area.

DHCD publishes standardized forms for each building category. An incomplete or inaccurate offer can be challenged as invalid, which restarts the clock.

How Long Tenants Have To Respond

Response windows depend entirely on building size, and missing a deadline forfeits the purchase right.

Five or More Units

Tenants have 45 days from receipt of a valid offer (or from the Mayor’s receipt of the offer, whichever is later) to deliver an application for registration of a tenant organization to both the owner and the Mayor. If a tenant organization already exists, the window shrinks to 30 days. The organization must be incorporated to exercise purchase rights.²

Once the owner has the tenant organization’s statement of interest, a negotiation period of at least 120 days begins. If the owner drags on producing required information, each day of delay extends the negotiation window by one day. After a contract is signed, the tenant organization gets at least another 120 days to secure financing. If a lender submits a written estimate that a financing decision will come within 240 days, the owner must grant that longer extension.²

Two to Four Units

Smaller multifamily buildings follow a compressed schedule, with shorter response and negotiation windows than larger buildings. Tenants can act on their own or together. The specific deadlines are set out in D.C. Code § 42-3404.10.

Single-Family Homes (Eligible Tenants)

A tenant who qualifies under the age or disability criteria has 20 days from the offer of sale to submit a written statement of interest. The owner then must allow at least 25 days of negotiation, followed by at least 45 days after contracting to reach settlement and secure financing. Tenants who don’t qualify get notice only, delivered within three calendar days of the owner receiving or soliciting a purchase offer.³

Price Protection and Good Faith

Both sides must bargain in good faith. The law flags specific owner behaviors as bad-faith conduct, including refusing to offer tenants a price at least as favorable as a third-party offer within the negotiation window, or refusing to sign a contract that substantially matches the terms of a third-party deal.⁴

Tenants also get a price backstop. If the owner ends up selling to a third party for more than 10% below the price offered to tenants, the entire TOPA process has to start over. Earnest money the owner requires cannot exceed 5% of the contract price, and it’s refundable if the tenant fails to close in good faith.⁴

Right of First Refusal

Separately from the initial opportunity to purchase, tenants get a right of first refusal. When the owner receives a valid third-party sales contract, the tenant or tenant organization has 15 days to match it. If the contract lands during the negotiation period, the 15-day clock doesn’t start until that period ends.⁵

This is the fallback. Even if tenants passed on negotiating, or the negotiation period ran out without a deal, the 15-day match window offers one more chance to step in.

Selling or Assigning TOPA Rights

Tenants aren’t required to buy the building themselves. The statute lets a tenant assign or sell their purchase rights to any private, nonprofit, or governmental party for whatever compensation the tenant finds acceptable.⁶

In practice, outright tenant purchases are rare. Most TOPA transactions involve tenants using their rights as leverage: negotiating repairs, rent concessions, new amenities, or cash payments in exchange for assigning those rights to a developer or another housing provider. A 1995 amendment formally authorized transferring purchase rights to housing providers, and that pathway now drives the majority of TOPA activity.

There’s a wrinkle on secondary assignments. If the original assignee wants to transfer the rights again, that second transfer can only go to a corporation, partnership, or LLC in which the assignee is an owner, managing member, or officer, and no money can change hands.⁶

Single-family assignments look different. An eligible tenant assigning their rights can only receive one form of compensation: the right to remain in the unit for 12 months after the sale, at the rent charged on the date of the offer of sale.

Transfers That Skip TOPA

Not every sale or transfer of a rental property triggers TOPA. The statute exempts several categories:⁷

Transfers between spouses, domestic partners, parents and children, siblings, or grandparents and grandchildren, even if money changes hands.
Transfers from a deceased owner’s estate to family members, provided the proceeds pass to or benefit charity.
Transfers under a bona fide mortgage or deed of trust, including foreclosure sales and deeds in lieu of foreclosure.
Tax sale transfers and tax foreclosures.
Sales conducted through bankruptcy proceedings.
Transfers caused solely by changing an entity’s legal structure, such as converting a partnership into an LLC, where no money changes hands.
Transfers of interests in a partnership or LLC that owns a property, where the sole purpose is admitting investors who will contribute capital and receive Low-Income Housing Tax Credits.

Even for exempt transfers, the owner has to file a Notice of Transfer with the Mayor describing the transaction and explaining the basis for exemption. Skipping that notice, or filing one with material misrepresentations, creates a legal presumption that the transfer was actually a sale subject to TOPA.⁸

What the RENTAL Act of 2025 Changed

The Rebalancing Expectations for Neighbors, Tenants, and Landlords (RENTAL) Act took effect on December 31, 2025, and adjusts TOPA in several ways.⁹

For buildings with five or more units, tenant organizations can no longer assign their TOPA rights before receiving an Offer of Sale, or during the first 45 days after receiving a valid offer. Tenants who receive counseling from a Certified Tenant Support Provider can bypass the waiting period and assign sooner.¹⁰

The Act also expands exemptions. Buildings with affordable covenants are now exempt, and newly built or “substantially improved” buildings are exempt for 25 years if at least half the units achieve market-rate rents. The Notice of Transfer requirement is formalized for exempt transactions, including entity interest transfers, LIHTC repositioning, and qualifying new construction. Owners of exempt properties had to notify tenants of the claimed exemption by March 31, 2026.¹⁰

Some pieces of the RENTAL Act, including certain sections on the cooling-off period and new exemption categories, take effect only once their fiscal impact is included in an approved budget and financial plan. The D.C. Chief Financial Officer must certify that date and publish notice before those provisions apply.⁹

Financing Help for Tenants Who Want To Buy

Most tenants can’t finance a building purchase on their own, and DHCD runs two programs to close that gap.

The First Right Purchase Assistance Program offers low-interest loans to income-qualified tenants and tenant groups for down payments, earnest money, the purchase itself, and related legal, architectural, and engineering costs. Applicants must live in the building, head a low-to-moderate-income household, have adequate credit to obtain a private mortgage (for single-family purchases), and own no other housing in the District or neighboring jurisdictions.¹¹

The Tenant Purchase Technical Assistance Program provides free development services for groups looking to buy their building and convert to a cooperative or condominium. Services include help organizing the group, drafting legal documents, preparing loan applications, and support during negotiations. At least half the tenants must be interested in purchasing, and half or more must qualify as low-to-moderate income.¹¹

When a Landlord Skips TOPA

An owner who tries to sell without following TOPA is exposed. The D.C. Court of Appeals has recognized that creative structures built to avoid TOPA, such as transferring a building to a shell corporation and then selling control of the entity, or executing long-term ground leases, can be treated as sales that trigger tenant purchase rights. Tenants can sue to challenge these deals and enforce their rights even after closing.

The Notice of Transfer rule adds another layer. If an owner claims a transfer is exempt but fails to file the notice, or files one with fraudulent or materially misleading information, the law presumes the transfer was a sale subject to TOPA.⁸ That presumption can be rebutted, but the burden shifts to the owner. For buyers, this creates title risk that can linger long after the sale closes.

1
D.C. Law Library. District of Columbia Code 42-3404.03 – Offer of Sale
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D.C. Law Library. District of Columbia Code 42-3404.11 – Accommodations With 5 or More Units
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D.C. Law Library. District of Columbia Code 42-3404.09 – Single-Family Accommodations
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D.C. Law Library. District of Columbia Code 42-3404.05 – Contract Negotiation
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D.C. Law Library. District of Columbia Code 42-3404.08 – Right of First Refusal
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D.C. Law Library. District of Columbia Code 42-3404.06 – Exercise or Assignment of Rights; Secondary Assignment
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D.C. Law Library. District of Columbia Code 42-3404.02 – Tenant Opportunity to Purchase
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D.C. Law Library. District of Columbia Code 42-3404.03a – Notice of Transfer
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D.C. Law Library. D.C. Law 26-80 – Rebalancing Expectations for Neighbors, Tenants, and Landlords Act of 2025
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DC Department of Housing and Community Development. The Rebalancing Expectations for Neighbors, Tenants, and Landlords (RENTAL) Act of 2025 Frequently Asked Questions
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Department of Housing and Community Development. Tenant Purchase Assistance Programs