DC TOPA Explained: What the Tenant Opportunity to Purchase Act Means for Buyers, Sellers and Investors (2026)

Before an owner of a covered DC rental property sells it, or issues a notice to vacate to demolish it or stop using it as housing, the owner must give the tenants an opportunity to purchase at a price and terms that are a bona fide offer of sale. Tenants can buy themselves, buy with a partner, or assign or sell their rights. A third party's right to buy is conditional on the tenants' rights being honored first.

TOPA covers more than a simple deed transfer. The law's definition of a sale also includes certain master leases and transfers of a majority ownership interest in an entity that owns the building as its sole or principal asset.

• Single-family accommodations: one house (attached or freestanding), one house with one accessory dwelling unit, or a single rented unit in a condo, co-op, or HOA community. Exempt since 2018, with the elderly and disability exception below.
• 2-4 unit buildings that are not owned in majority by a business corporation (as DC Code § 29-101.02 defines it). Tenants still get the advance notice described below. This is a 2025 change, so check the current rule for your owner's entity type.
• New multifamily buildings with a permanent certificate of occupancy issued within the 15 years before the sale, if a Notice of Transfer is sent.
• Transfers to family members through an estate, and gifts or sales between spouses, domestic partners, parents and children, siblings, and grandparents and grandchildren.
• Foreclosures and deeds in lieu under a bona fide mortgage, tax sales, bankruptcy sales, court-ordered transfers, and certain trust and entity transfers that require a Notice of Transfer.
• The owner carries the burden of proving an exemption applies.

Most single-family rentals are exempt, but the owner still has a notice duty. Within 3 calendar days of receiving or soliciting a written offer to buy, an owner who intends to sell must give the tenant written notice of that offer.

A tenant who is 62 or older, or who has a disability as defined by the ADA, keeps TOPA rights if they signed their lease by March 31, 2018 and moved in by April 15, 2018. For these tenants the owner sends an offer of sale (with a copy to the Office of the Tenant Advocate), the tenant has 20 days to send a statement of interest, there is at least a 25-day negotiation period after that, and at least 45 days after contracting to reach settlement, with an extension if a lender estimates a decision within 75 days. If these tenants assign their rights, the only allowed consideration is staying in the unit for 12 months after the sale at their current rent.

The owner delivers a written offer of sale to each tenant by certified mail, tracked delivery, or hand, and files a copy with the Mayor (DHCD's Rental Conversion and Sale Division) the same day. The offer must state the price and material terms, whether a third-party contract exists, and the tenants' right to no-cost training from an approved tenant support provider. Negotiation periods extend one day for every day the owner is late providing required information.

Tenants also have a 15-day right of first refusal after receiving a third-party contract. The owner may not require a deposit over 5% of the price, and selling to a third party for more than 10% less than the price offered to tenants restarts the process. For 5+ unit buildings, the District also has its own opportunity to purchase that ranks behind the tenants.

Tenants may exercise their rights with a partner or assign or sell them for any consideration they find acceptable, on terms they choose, once the cooling-off period has passed. A tenant who sold rights for consideration is entitled to it even if they move out first.

The law protects tenants in these conversations. Anyone contacting tenants about an offer must disclose who owns them and any financial connection to the property. Third parties must say they want to buy and do not represent the tenants. Coercing a waiver, retaliating, harassing, or making misleading statements is unlawful, and an owner may not ask a tenant to waive the right to receive an offer of sale. Nick's team will not advise anyone to pressure tenants. Buyers and sellers who want to discuss an assignment should work through a DC real estate attorney and respect the tenants' right to training and advice.

• Whether the listing discloses TOPA status and what exemption the seller is relying on.
• Copies of the offer of sale, proof of delivery to tenants, and DHCD's date-stamped receipt.
• Any statements of interest, tenant organization registration, waivers, or assignment agreements, and the dates they were signed.
• For single-family homes: the 3-day notice to the tenant and, if relevant, DHCD's determination of elderly or disability status.
• For exempt transfers: the Notice of Transfer. Tenants have 45 days after receiving it to file a petition.
• DHCD can certify which notices it has received for a property within 5 days of a request, and your title company will want these before settlement.

If tenants decline or the property is exempt, a deal can move on a normal schedule. If tenants send a statement of interest, the minimum periods above run before a third-party buyer can close. For a 5+ unit building that can mean many months. Build that into your contract, your rate lock, and your financing plans.

Many older DC rental buildings are covered by rent stabilization, and some properties and owners are exempt. Confirm a building's status with DHCD's Rental Accommodations Division before you underwrite rents. Converting a rental building to a condo or co-op triggers separate rules under the same chapter of the DC Code.

Maryland has no statewide TOPA. Montgomery County has a right of first refusal for rental housing with 4 or more units, held in order by the County, the Housing Opportunities Commission, and certified tenant organizations. Prince George's County has a County right of first refusal for multifamily rental properties with 20 or more units. Single-family homes are not covered by either county program. Nick is licensed in both Maryland and DC, so his team can help you compare.

This guide is general information, not legal advice. TOPA matters often need a DC real estate attorney, and the law changed in 2025, so check the current rule with DHCD or counsel before you rely on any deadline.