TOPA's New Notice of Transfer Rules: What Triggers (and Doesn't Trigger) Tenant Purchase Rights

The RENTAL Amendment Act of 2025 didn't just tweak TOPA — it rebuilt the definitions at its core. The key questions for any DC owner are now: *Is my transaction a "sale"? Do tenants get purchase rights? Or do I just owe a "Notice of Transfer"?* Here's the map. (General information, not legal advice — TOPA is technical and fact-specific; use counsel.)

Three buckets

Under the reorganized TOPA, a transaction falls into one of three buckets:

1. 1A TOPA "sale" — tenants get the full opportunity to purchase (offer of sale, timelines, right to organize and assign).
2. 2An exempt transfer that still requires a Notice of Transfer — no purchase right, but you must notify the District and tenants.
3. 3A fully exempt transfer — outside TOPA entirely.

What still counts as a "sale"

The new § 402b keeps the substance of a sale broad. "Sell" or "sale" includes not just an outright conveyance but also certain lease-with-option, master-lease, and entity-transfer structures that, in effect, transfer the majority of ownership interests in the accommodation. TOPA was always designed to catch deals dressed up to avoid it, and that intent survives.

What is exempt (a Notice of Transfer may still be required)

The Act lists a long set of excluded transfers — these are not "sales," so tenants don't get purchase rights. Highlights every owner should know:

• New construction within 15 years of its permanent certificate of occupancy — see the 15-year exemption.
• Transfers among existing owners that reallocate interests without admitting a new, unrelated third-party owner.
• Admitting minority limited partners / investors — for example, bringing a minority LIHTC investor into the ownership entity, subject to conditions (the new investor can't acquire additional interest within 12 months).
• Family transfers — by a decedent's estate to family, inter-vivos transfers between spouses, parent/child, siblings, grandparent/grandchild, or domestic partners.
• Financing and involuntary transfers — deeds of trust/mortgages and subsequent foreclosure, tax sales, bankruptcy sales, court-ordered transfers, and eminent domain.
• Entity-form changes without consideration, and certain revocable-trust transfers.
• Certain LIHTC / affordable transfers where the credit period has ended and affordability continues — see TOPA exemptions for affordable and LIHTC buildings.

Important: many of these exemptions are conditioned on sending tenants a Notice of Transfer under new § 403a. Exempt from purchase rights is not the same as exempt from notice.

The Notice of Transfer regime (§ 403a)

When an opportunity to purchase isn't provided, the owner must give the Mayor's office a written Notice of Transfer, and in many cases copies to tenants. The notice must include a statement of tenant rights, an accurate description of the transfer (including whether it changes management, current rents, or affordability), and the reason the owner asserts it isn't a "sale." Tenants then have 45 days after receiving the Notice of Transfer to file a petition for relief.

The burden is on you

Two rules to internalize:

• The burden of proof that a transfer is exempt is on the owner (§ 402b(c)).
• A Notice of Transfer that is fraudulent or contains material misrepresentations creates a rebuttable presumption that the transfer is a sale — the opposite of what you want.

So the exemptions are real, but you have to document them and describe the deal honestly.

Non-controlling investors can come and go

One structural change worth calling out: the Act lets non-controlling investors enter and exit ownership entities without triggering TOPA (subject to the notice and conditions above). For owners who recapitalize with minority partners — common in affordable and voucher-heavy portfolios — this removes a recurring headache.

Next steps

If you're contemplating any transfer of a DC rental — a sale, a refinance with a new investor, an estate move, an entity restructuring — figure out your bucket before you sign anything, and paper the Notice of Transfer where required. Then read Selling a DC rental under the new TOPA rules for the full sale process.