TOPA Reform 2025: The 15-Year New-Construction Exemption Explained

Of everything in the RENTAL Amendment Act of 2025, the change developers and owners of newer buildings care about most is the new 15-year exemption from the Tenant Opportunity to Purchase Act (TOPA) for new construction. Here's how it works.

The rule

TOPA gives tenants a right of first refusal — and a set of timelines and procedures — when an owner sells a housing accommodation. The RENTAL Act's reorganized definition of a "sale" (new § 402b) excludes from TOPA:

A sale or other transfer of interest in a new building that has completed construction, as evidenced by a permanent certificate of occupancy for a new multifamily building, within the 15 years before the date of sale.

So if your multifamily building received its permanent certificate of occupancy within the prior 15 years, a sale of it is not a TOPA "sale" — tenants don't get TOPA rights on that transaction. (A Notice of Transfer to tenants is still required; more on that below.)

Why it's a big deal

Under the old regime, TOPA attached to essentially every sale of an occupied rental building, adding months of procedure and real deal risk. That was a genuine deterrent to building new rental housing in DC — why develop rental units you'll have to run a TOPA gauntlet to ever sell? The 15-year exemption is designed to unlock exactly that: build now, and you have a clean, TOPA-free window to sell or recapitalize.

The one thing you must not forget: the notice

The exemption comes with a disclosure obligation. Under § 402b(d):

• Before a new tenant signs a lease for a unit in a building that is exempt under the new-construction rule, the owner must give that individual written notice of the exemption.
• For a building that becomes subject to the new-construction exemption on the Act's effective date, the owner must give written notice to all existing tenants within 90 days of that date, explaining the change in applicability.

Failure to give proper notice does not invalidate the exemption itself — but it's still a legal obligation, and the burden of proving a property or transfer is exempt is expressly on the owner (§ 402b(c)). Don't skip the paperwork.

Watch the edges

A few things to keep straight:

• The exemption is tied to a permanent certificate of occupancy for a new multifamily building — not a renovation or a change of use. Confirm your CO date and building status.
• The 15 years runs to the date of sale. A building that ages past 15 years from its CO loses the exemption.
• A Notice of Transfer is still required even for exempt sales — see TOPA's Notice of Transfer rules.

What it means for voucher landlords

If you develop or buy newer buildings to operate as voucher housing, this exemption makes them meaningfully more liquid — you can sell or bring in capital without a TOPA process, which improves the economics of building the kind of quality units the HCV program needs. And more new rental supply that can be sold cleanly is, over time, more supply that can serve voucher tenants.

Bottom line

The new-construction exemption is the most owner-friendly single provision in the Act — but it lives and dies on the notice requirements and on proving your building qualifies. Confirm your CO date, paper the tenant notices, and have DC counsel bless the exemption before you rely on it in a sale. For the full selling playbook, read Selling a DC rental under the new TOPA rules.