TOPA in DC: The Landlord Survival Guide to Selling a Washington DC Rental (2026)

What is TOPA in DC?

TOPA is a tenant right to buy. DC Code Section 42-3404.02(a) says that before an owner of a housing accommodation may sell it, or issue a notice to vacate to demolish it or discontinue its housing use, the owner "shall give the tenant an opportunity to purchase the housing accommodation at a price and terms that represent a bona fide offer of sale."

Two definitions decide who holds that right. A tenant, under Section 42-3404.01a(4), is a person who, under a current or expired written lease or other rental agreement, is entitled to occupy the property and is liable to the owner for rent. And under Section 42-3404.02(f), a tenant's TOPA rights vest when the tenant receives the offer of sale and do not apply to a tenant who moves in after the offer is issued. That timing rule matters when you are deciding whether to re-lease a vacant unit before a sale.

In practice, TOPA is a sequence of written steps with deadlines: an offer of sale, a tenant statement of interest or registration, a negotiation period, a financing period, and a right of first refusal on any third-party contract. Each step runs on its own clock, and many of the clocks stretch by one day for every day the owner is late providing required information.

Does TOPA apply to my DC property?

The short answer: single-family rentals are mostly exempt, small buildings depend on ownership, and buildings with 5 or more units are covered unless an exclusion applies. The table maps the main categories to the section that governs them.

The single-family notice. Under Section 42-3404.09(b)(1), an owner of a single-family accommodation who intends to sell must deliver written notice to the tenant within 3 calendar days of receiving or soliciting, in writing, an offer to purchase. For one year after that notice, the owner does not have to send the same tenant another notice about later offers (paragraph (b)(2)). Liability for missing it lies with the owner and does not attach to the property, and the tenant cannot record a notice of pendency of action over it (paragraph (b)(3)). That is a notice duty, not a purchase right. Many owners confuse the two.

The 2 to 4 unit ownership test. Section 42-3404.10(a) now applies only to accommodations "owned in majority by a business corporation, as that term is defined in § 29-101.02(2)(A)," and excludes "2-unit single-family accommodations." If you own a two-unit or fourplex in your own name, Section 42-3404.10(b) exempts it from the purchase process, but your tenants still get the 3-day notice. If the building sits in an LLC, a partnership, or a trust, do not assume either answer. Whether a given entity is a "business corporation" under that definition is a question for DC counsel, and the owner carries the burden of proving any exemption (Section 42-3404.02b(c)).

What counts as a "sale" under TOPA

A TOPA "sale" is broader than a deed to a buyer. Section 42-3404.02b(a) also captures certain long-term lease and option arrangements that shift possession, costs and a purchase option to someone else, master leases with similar effect, and a transfer of a majority of the ownership interests in an entity whose sole or principal asset is the housing accommodation. Selling the LLC instead of the building does not, by itself, avoid TOPA.

Section 42-3404.02b(b) then lists transfers that are not a sale. The ones individual DC owners run into most often:

• A transfer by a decedent's estate to family members, heirs or legatees (paragraph (b)(1)).
• A lifetime transfer, even for consideration, between spouses, parent and child, siblings, grandparent and grandchild, or domestic partners (paragraph (b)(2)).
• A transfer under a bona fide deed of trust or mortgage, and a later foreclosure sale or deed in lieu of foreclosure (paragraph (b)(3)).
• A tax sale, a bankruptcy sale, a court-ordered transfer, or eminent domain (paragraphs (b)(5), (b)(6), (b)(14), (b)(15)).
• Moving bare legal title into your own revocable trust without consideration, and a transfer to a named beneficiary on the grantor's death (paragraphs (b)(11), (b)(12)).
• Reallocating ownership among existing owners without admitting a new, unrelated owner, or a change in the form of the owning entity without consideration, each only if a Notice of Transfer is sent (paragraphs (b)(4), (b)(8)).

Several of those exclusions are conditioned on a Notice of Transfer. Miss the notice and the exclusion is at risk, as covered in the Notice of Transfer section below.

What the 2025 RENTAL Act changed

The RENTAL Act, D.C. Law 26-80, took effect on December 31, 2025 and amended multiple TOPA sections. The legislative histories printed under DC Code Sections 42-3404.06, 42-3404.08 and 42-3404.10 each cite D.C. Law 26-80. For owners, these are the changes that matter most:

• Small buildings now turn on ownership. The 2 to 4 unit purchase process applies only where a business corporation owns the majority (Section 42-3404.10(a)). Other 2 to 4 unit owners get the single-family notice duty instead (Section 42-3404.10(b)).
• A 15-year new-construction exclusion. Sales of a new multifamily building within 15 years of its permanent certificate of occupancy are not a TOPA sale, if a Notice of Transfer is sent (Section 42-3404.02b(b)(20)). New tenants must be told about the exemption before signing a lease, and owners of buildings that became exempt on December 31, 2025 had 90 days to notify existing tenants (Section 42-3404.02b(d)). Under paragraph (d)(3), a missed notice does not void the exemption.
• A cooling-off period on assignments. Tenants generally cannot assign purchase rights for the first 45 days (5 or more units) or 22 days (2 to 4 units) after a valid offer, unless, for 5 or more units, registration and training materials were submitted before the offer, or, for 2 to 4 units, the tenant has received training from an organization or agency (Section 42-3404.03b(b)-(c)).
• Disclosure and anti-interference rules. Anyone who contacts tenants about a TOPA offer must disclose their ownership and any financial connection to the property, and owners and buyers may not interfere with a tenant's exercise of rights (Section 42-3404.03b(d)-(e)).
• Longer offer-of-sale disclosures. The offer must now tell tenants about free technical assistance and list certified tenant support providers (Section 42-3404.03(a)(2), (a)(5)).

Our guide to the new DC rental laws covers the RENTAL Act's eviction and rent-control changes. This page stays on TOPA.

The offer of sale: contents and delivery

The offer of sale is the written notice that starts the TOPA clock for covered properties. Section 42-3404.03(a) requires it to include, at minimum:

• The asking price and material terms of the sale.
• A statement that the tenant has the right to purchase, and that tenants are entitled to no-cost technical assistance and training from a Mayor-approved tenant support provider.
• Whether a contract with a third party exists, and that the owner will provide a copy within 7 days of a request.
• That within 7 days of a request the owner will provide a floor plan and an itemized list of monthly operating expenses, utility consumption rates and capital expenditures for each of the 2 preceding calendar years, along with the current rent roll, tenant list and list of vacant units. An owner without a floor plan can say so in writing.
• The names and contact information of all certified tenant support providers as of the date of the offer.

Delivery. Section 42-3404.03(b)(1) requires a written copy to each tenant by certified mail, a delivery service with tracking confirmation, or hand delivery, sent to the unit address unless the tenant gave another address in writing. On the same date, the owner must send the Mayor a copy of the offer plus a signed statement confirming each tenant received a copy, by one of the methods listed in paragraph (b)(2). If any occupied unit has no written lease, current or expired, paragraph (b)(3) adds a posting requirement at each building entrance. For an elderly or disabled single-family tenant, Section 42-3404.09(c)(2)(B) also requires a same-day copy to the Office of the Tenant Advocate.

The 7-day document requests matter more than they look. In the 2 to 4 unit and 5 or more unit processes, the negotiation period is extended by one day for every day of delay in providing information the owner is required to provide (Sections 42-3404.10(a)(2)(A) and 42-3404.11(2)). Have the rent roll, expense history and lease file ready before the offer goes out.

How long does the TOPA process take?

For a covered building, plan on months, not weeks. The statute sets minimum periods for each stage. Tenants can move faster or decline, but you cannot shorten their floors. The table shows each timeline as the statute writes it.

Adding up the floors gives a rough planning number. A covered 2 to 4 unit building where tenants use every minimum period runs about 232 days from offer to the end of the financing window (15 + 7 + 90 + 30 + 90). A 5 or more unit building runs about 285 days (45 + 120 + 120) before any lender extension. Those are floors, not forecasts. Information delays, appraisal disputes in buildings with 5 or more units (Section 42-3404.02(a-1)), and lender extensions all push them out.

For a qualifying single-family tenant, Section 42-3404.09(d) lets the owner first send a notice asking whether the tenant claims elderly or disability status. The tenant has 20 days to respond in writing, a missed response waives the tenant's rights, and the owner cannot send that notice more than 60 days before issuing the offer of sale. Sending it early tells you which timeline you are on before you list.

The 15-day right of first refusal

On top of the negotiation process, tenants get a right of first refusal: the right to match a real third-party contract. Under DC Code Section 42-3404.08, a tenant or tenant organization has 15 days after receiving a valid third-party sales contract from the owner to exercise it. If the owner delivers the contract during the negotiation period, the 15 days start when the negotiation period ends.

The practical effect is that your outside buyer's contract must survive a tenant match window. Buyers and their lenders in DC know this. A listing agent who has closed TOPA-covered sales will build the timeline into the contract instead of promising a 30-day close.

Can a tenant assign TOPA rights?

Yes, and this is the part owners most often underestimate. DC Code Section 42-3404.06(a) lets a tenant exercise TOPA rights with a third party or assign or sell them "to any party, whether private or governmental," for any consideration the tenant finds acceptable, at any point in the process once the cooling-off period has passed. A tenant who could never buy the building can still sell the right to someone who can.

The statute puts limits around that right:

• Cooling-off period. A tenant organization in a 5 or more unit building may not assign before a valid offer or during the first 45 days after one, and 2 to 4 unit tenants may not assign during the first 22 days, unless the 5 or more unit organization submitted its registration and training materials before the offer, or the 2 to 4 unit tenant has received training from an organization or agency (Section 42-3404.03b(b)-(c)).
• Secondary assignments. An assignee may only reassign to a corporation or partnership in which the assignee is an owner, managing member or officer who can bind the entity, and no consideration is allowed for that secondary assignment (Section 42-3404.06(b)).
• Elderly or disabled single-family tenants. The only consideration such a tenant may receive for selling or assigning rights is the right to stay in the unit for 12 months after the sale at the rent charged as of the offer date (Section 42-3404.09(c)(6)). Under subsection (g), that tenant cannot be evicted under several Section 42-3505.01 grounds, including owner move-in and sale, during those 12 months.

Section 42-3404.03b(e) also bars the owner and the buyer from interfering with a tenant's exercise of rights. Interference includes trying to organize tenants toward a particular outcome without disclosing a financial interest. Talk to your tenants through counsel, not around them.

The Notice of Transfer for exempt deals

A Notice of Transfer is the written notice an owner files when a transfer happens without a TOPA opportunity to purchase. Section 42-3404.03a(a) requires the owner to give the Mayor written notice of the transfer in that case. For a transfer that is excluded from the definition of sale but still requires a Notice of Transfer, subsection (c) requires copies to each tenant by certified mail or a tracked delivery service.

Under subsection (d), the notice must be substantially in the Mayor's form and include, at minimum, a statement of tenant rights, an accurate description of the transfer (including any change in management, rents or affordability requirements), the date of the proposed transfer, and the reason the owner says it is not a sale. Tenants then have 45 days after receiving it to file a petition for relief (subsection (b)).

The consequence of skipping it is the reason to take it seriously: under subsection (f), failing to provide the notice, or providing one that is fraudulent or materially misleading, creates a rebuttable presumption that the transfer is a sale. Subsection (g) works the other way for a properly exempt transfer, barring tenants from asserting TOPA rights over it.

Six TOPA mistakes that stall DC sales

1. Treating "exempt" as "no paperwork." A single-family sale and an individually owned 2 to 4 unit sale still require the 3-day written notice (Sections 42-3404.09(b), 42-3404.10(b)). Many exclusions in Section 42-3404.02b(b) also require a Notice of Transfer.
2. Skipping the tenant-status check. On a single-family rental with a long-term tenant, find out whether the tenant signed by March 31, 2018 and moved in by April 15, 2018. If so, the elderly and disability carve-out may apply, and the Section 42-3404.09(d) status notice is the clean way to find out.
3. Assuming an LLC answers the small-building question. The 2 to 4 unit test turns on majority ownership by a "business corporation" as defined in Section 29-101.02(2)(A). Get a written opinion on your entity before you rely on the exemption.
4. Sending an incomplete offer. The offer needs every element in Section 42-3404.03(a), including the tenant support provider list added by the RENTAL Act. Template offers from before 2026 may be missing them.
5. Being slow with the documents. Every day of delay in providing required information adds a day to the negotiation period in covered buildings. Pull the rent roll, two years of expenses and the lease file before the offer goes out.
6. Re-leasing a vacant unit at the wrong time. TOPA rights vest on receipt of the offer and do not reach tenants who move in after it is issued (Section 42-3404.02(f)). Decide on lease timing with your attorney as part of the sale plan.

Where a property manager fits

A TOPA sale is run by you, your DC real estate attorney and your listing agent. Drafting the offer of sale, deciding whether an exemption applies, and answering a tenant's statement of interest are legal work, and we do not do them. Where a good manager helps is the record that every one of those steps depends on: who the tenants are under a written lease, when each tenant signed and moved in, the addresses on file for notices, the current rent roll, and a clean history of the unit. When that file is current, the 7-day document requests in Section 42-3404.03(a) are a same-day task, not a scramble.

Most owners who call us about TOPA are not ready to sell yet. They are deciding whether to sell or keep renting, and that decision starts with a real rent number for the property. We charge one flat monthly fee, because your management cost should not rise just because rent did. Our Washington DC property management page explains the service. For the wider legal picture, see our Washington DC landlord-tenant law guide. If a sale-related move-out is on the table, our DC eviction process guide covers the 90-day notice to vacate for a sale. Our DC property management cost guide covers what owners typically pay.

Frequently asked questions

What is TOPA in DC?

TOPA is the Tenant Opportunity to Purchase Act. Under DC Code Section 42-3404.02(a), before an owner may sell a housing accommodation, the owner must give the tenant an opportunity to purchase at a price and terms that represent a bona fide offer of sale. How much of the process applies depends on property type, unit count, ownership and the kind of transfer.

Does TOPA apply to a single-family home in DC?

Mostly no. Section 42-3404.09 exempts single-family accommodations except for two duties: a written notice to the tenant within 3 calendar days of receiving or soliciting a written offer to purchase, and purchase rights on a modified timeline for an elderly tenant or tenant with a disability who signed by March 31, 2018 and moved in by April 15, 2018.

Does TOPA apply to a 2 to 4 unit building in DC?

Only if the building is owned in majority by a business corporation as defined in DC Code Section 29-101.02(2)(A) (Section 42-3404.10(a)). Other 2 to 4 unit buildings are exempt from the purchase process, but their tenants still get the 3-day sale notice (Section 42-3404.10(b)). Ask counsel whether your entity counts.

How long does the TOPA process take in DC?

The statutory floors add up to about 232 days for a covered 2 to 4 unit building and about 285 days for a building with 5 or more units, before lender extensions or information delays. See the timeline table above for each stage.

Can a DC tenant sell or assign their TOPA rights?

Yes. Section 42-3404.06(a) allows assignment or sale to any party for any consideration, once the cooling-off period in Section 42-3404.03b has passed. Qualifying elderly or disabled single-family tenants may receive only 12 months of continued occupancy at their current rent as consideration.

Is a newly built DC building exempt from TOPA?

Often. Section 42-3404.02b(b)(20) excludes a sale of a new multifamily building within 15 years of its permanent certificate of occupancy, provided a Notice of Transfer is sent to tenants. Owners must also disclose the exemption to applicants before they sign a lease.

What happens if I transfer a DC rental without the required TOPA notice?

Where a Notice of Transfer is required, skipping it or sending a misleading one creates a rebuttable presumption that the transfer was a TOPA sale (Section 42-3404.03a(f)), and the owner bears the burden of proving an exemption (Section 42-3404.02b(c)). Ask DC counsel what that exposure means for your transaction.

Sources and last reviewed

Last reviewed: October 14, 2026, by the Flat Fee Landlord Washington DC team. Every section below was read in full on the DC Law Library on that date.

• DC Code § 42-3404.01a — Definitions ("tenant", "owner", "Department"). (code.dccouncil.gov)
• DC Code § 42-3404.02 — Tenant opportunity to purchase; vesting of rights; 5+ unit appraisal process. (code.dccouncil.gov)
• DC Code § 42-3404.02b — "Sale" defined; excluded properties, including the 15-year new-building exclusion. (code.dccouncil.gov)
• DC Code § 42-3404.03 — Offer of sale contents and delivery. (code.dccouncil.gov)
• DC Code § 42-3404.03a — Notice of Transfer. (code.dccouncil.gov)
• DC Code § 42-3404.03b — Cooling-off period; interference prohibited. (code.dccouncil.gov)
• DC Code § 42-3404.06 — Exercise or assignment of rights; secondary assignment. (code.dccouncil.gov)
• DC Code § 42-3404.08 — Right of first refusal (15 days). (code.dccouncil.gov)
• DC Code § 42-3404.09 — Single-family accommodations; elderly and disabled tenant carve-out. (code.dccouncil.gov)
• DC Code § 42-3404.10 — Accommodations with 2 through 4 units. (code.dccouncil.gov)
• DC Code § 42-3404.11 — Accommodations with 5 or more units. (code.dccouncil.gov)
• DC Code Title 42, Chapter 34, Subchapter IV — section index for the Opportunity to Purchase subchapter. (code.dccouncil.gov)
• D.C. Law 26-80, the RENTAL Act, effective December 31, 2025, as cited in the section histories above. (code.dccouncil.gov)

This guide is general information, not legal advice. It does not summarize TOPA's enforcement remedies in Subchapter V or the regulations the District is writing to implement the RENTAL Act. Confirm every step of a sale with a DC-licensed attorney.