Selling a DC Rental Property Under the New TOPA Rules

Selling a tenant-occupied building in DC has always meant reckoning with TOPA, and the RENTAL Amendment Act of 2025 changed the choreography. Here's the current sequence for a sale that isn't otherwise exempt. (This is general information; TOPA is technical — use a DC real-estate attorney.)

Step 0 — Check whether you're even in TOPA

Before anything, determine your bucket. If your building qualifies for the 15-year new-construction exemption, an affordable/LIHTC exemption, or one of the family/entity/financing exemptions, you may owe only a Notice of Transfer rather than a full offer of sale. Remember: the burden to prove the exemption is on you.

Step 1 — Build a compliant offer of sale

If TOPA applies, the offer of sale (§ 403) now must include, at minimum:

• The material terms and a statement that the tenant has the right to purchase under TOPA.
• Notice that tenants are entitled to no-cost technical assistance and training from a tenant support provider approved by the Mayor.
• The name and contact information of all certified tenant support providers as of the date of the offer (if none are certified yet, you're deemed compliant on that item).
• The other required contents (unit information, floor plan, etc.).

Step 2 — Deliver it correctly, to tenants and the District

On the same day, the owner must:

• Provide each tenant a written copy of the offer of sale by certified mail, tracked delivery, or hand delivery; and
• Provide the Mayor's office a copy plus a signed statement confirming delivery to each tenant.

If the building has occupied units without a written lease, you also post a notice at each building (or unit) entrance telling oral-lease occupants to identify themselves within 15 days.

Step 3 — Respect the cooling-off period and anti-interference rules

New § 403b adds a cooling-off period and structure to how tenants organize:

• In the first 5 business days after the Mayor receives the offer, the District shares it with certified tenant support providers and qualified purchasers.
• A tenant organization in a building with 5+ units generally can't assign its purchase rights to a third party before receiving a valid offer, or during the first 45 days after, unless it has registered and completed training (for 2–4 unit buildings, the window is 22 days).
• Anyone contacting tenants about the deal must disclose their identity, financial interest, and that tenants have a right to no-cost training. Interference with tenants' rights — including trying to organize them without disclosing your interest — is prohibited.

Step 4 — Mind the new unlawful-acts and transparency rules

The Act makes it unlawful to coerce tenants into waiving rights, to retaliate against or harass tenants exercising them, or to make fraudulent or misleading statements to prevent tenants from exercising rights (§ 416). Separately, a TOPA transparency portal — a public, searchable database of offers of sale, registrations, selected purchasers, transaction durations, and outcomes — is being established. Assume your deal will be visible.

Step 5 — File the contract, or it isn't enforceable

This one bites the unprepared: under new § 405a, no purchase agreement is valid or enforceable unless the required information is filed with DHCD within 30 days after all parties sign. Required info includes address and ward, unit count, sales price, rent-stabilization information, and income-restricted/subsidy details. Calendar this the day you go under contract.

The upside

The reforms cut both ways. Yes, there's new paperwork and transparency. But the exemptions — especially for new construction and for bringing in minority investors — mean many transactions that used to trigger a full TOPA process now don't. The key is knowing which bucket you're in before you sign.

Selling voucher-occupied units?

The mechanics are the same, but coordinate with DCHA on the HAP contract and give your voucher tenants the same clean process. If you're weighing a sale or a refinance and want a read on your TOPA exposure and your unit's value, talk to Keyhold.