Quick Reference: TOPA Requirements at a Glance

An owner of a four-unit building in Columbia Heights signs a contract to sell. The building is held by an LLC, but nobody has checked whether that LLC is owned in majority by a business corporation. Her agent tells her TOPA no longer applies to small buildings after the 2025 reforms.

That advice is half right, and the half that is wrong can unwind the transaction.

Under § 42-3404.10(b), as amended by the RENTAL Act effective 31 December 2025, accommodations with 2 through 4 units are exempt from the subchapter only where they are not owned in majority by a business corporation as defined in § 29-101.02(2)(A). A building that is so owned stays inside § 42-3404.10(a), with its 15-day joint response, 7-day individual response, 90-day negotiation, additional 30-day window and 90-day settlement period.

And a genuinely exempt 2-to-4-unit building is not free of obligation. Section 42-3404.10(b) preserves the tenants' entitlement to the notice and rights provided in § 42-3404.09(b), which requires written notice within 3 calendar days of receiving or soliciting a written offer to purchase.

TOPA can materially affect the timing and structure of a District residential sale, and it has just been restructured. Working out which regime applies, and what the current statute actually requires, is the difference between a clean closing and a transaction that comes apart.

Before You Rely on Any Timeline: Settle the Coverage Question First

This guide sets out the offer of sale requirements, the unit-band timelines, the right of first refusal, the appraisal mechanism and the closing certifications, all from the current statutory text. It does not reproduce two things that determine whether any of it applies to your transaction, and you should resolve both with D.C. counsel before serving anything.

• The exemption framework, § 42-3404.02b. The RENTAL Act repealed § 42-3404.02(b), (c) and (d) and moved the exempt-transfer list into a new § 42-3404.02b, with definitions in a new § 42-3404.01a. An owner claiming an exemption should expect to carry the burden of establishing it. Read the current section rather than a summary.

• The Notice of Transfer, § 42-3404.03a. The RENTAL Act created a separate section governing notice where an opportunity to purchase is not provided because the transaction is said to fall outside TOPA's sale requirement. In other words, exempt does not automatically mean no filing obligation. If an opportunity to purchase is not provided because the owner is relying on a statutory exclusion, review § 42-3404.03a to determine the required Notice of Transfer, including whether copies must also be provided to tenants.

• And treat the published forms with care. DHCD's Notice of Transfer instruction materials still describe the pre-RENTAL Act framework, including references to the repealed § 42-3404.02(c)(2) and exemption categories built on the old structure. Some DHCD forms and instructions contain legacy citations to provisions that were repealed or reorganised by the RENTAL Act. Verify the statutory basis against the current D.C. Code and current DHCD instructions before relying on a form.

Four further 2025 provisions sit outside this guide and are worth raising with counsel on any larger transaction: § 42-3404.03b, the contract filing requirements in § 42-3404.05a, and the tenant support provider and qualified purchaser provisions in §§ 42-3404.02c and 42-3404.02d, the latter two of which the Code currently marks as not funded.

Step 1: Work Out Coverage in the Right Order

The RENTAL Act changed the coverage analysis, so the sequence matters. Before drafting anything, establish:

• First, is the transaction a "sale" for TOPA purposes? The definitional provisions moved when the RENTAL Act repealed § 42-3404.02(b), (c) and (d). Definitions now sit in a new § 42-3404.01a.

• Second, does a statutory exemption apply? The exempt-transfer list moved out of the repealed § 42-3404.02(c) and now sits in a new § 42-3404.02b, with definitions in § 42-3404.01a. Where an exemption is claimed, check § 42-3404.03a for any Notice of Transfer obligation. Neither is set out in this guide.

• Third, is it a single-family accommodation? If so, § 42-3404.09 governs and the subchapter otherwise does not apply.

• Fourth, if it is a 2-to-4-unit accommodation other than a 2-unit single-family accommodation, who owns it? The § 42-3404.10(b) business-corporation test determines whether the full TOPA framework applies.

• Fifth, if it is 5 or more units, the full § 42-3404.11 framework applies, subject to any exemption.

Getting that order right at the outset is what prevents a mid-transaction discovery that the wrong notice was served.

Step 2: The Offer of Sale, Rewritten in 2025

Section 42-3404.03 was amended by the RENTAL Act and now has five minimum contents plus a new delivery subsection. Guidance still describing four items is out of date.

An offer of sale shall include, at minimum:

1. The asking price and material terms of the sale;

2. A statement that the tenant has the right to purchase the accommodation under the subchapter, and a notice that the tenants are entitled to no-cost technical assistance and training on their rights provided by a tenant support provider approved by the Mayor;

3. A statement as to whether a contract with a third party exists, and that the owner shall make a copy available within 7 days after receiving a request;

4. A statement that the owner shall make available, within 7 days of a request, 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, and at the same time the most recent rent roll, list of tenants, and list of vacant apartments. If the owner has no floor plan, saying so in writing satisfies that element; and

5. The name and contact information of all tenant support providers certified by the Mayor under § 42-3404.02c as of the date of issuance of the offer of sale, provided that if none have been certified the owner is deemed in compliance with that paragraph.

Delivery is now prescribed. Under § 42-3404.03(b)(1), the owner shall provide each tenant a written copy by certified mail, a delivery service providing delivery tracking confirmation, or hand delivery, sent to their address at the housing accommodation unless a tenant has supplied a different address in writing.

And the Mayor's copy carries a certification. Under (b)(2), on the same date as tenant copies are sent, the owner shall provide the Mayor with a written copy and a signed statement confirming that copies were provided to each tenant, sent by registered or certified mail return receipt requested, commercial overnight delivery maintaining proof of delivery, hand delivery, or another Department-designated method. Hand delivery requires a date-stamped copy demonstrating receipt.

Oral tenants create an extra posting step. Under (b)(3), if the accommodation includes occupied units not the subject of a current or expired written lease or rental agreement, then on the same date the offer is sent, the owner shall post at each building entrance, or unit entrance if there is no common entrance, a notice in a form to be developed by the Mayor stating that an offer is being mailed and that residents occupying under an oral lease must notify the owner or a designated representative and provide a rent receipt or other proof of tenancy no more than 15 days after receipt of the offer of sale.

That provision has an obvious operational consequence. If your occupancy records cannot tell you which units lack a current or expired written lease, you cannot know whether the posting requirement applies. Keeping the lease status of every unit current through contracts and renewals is what makes that determination possible before the offer goes out.

And item 4 is where transactions slip. The owner commits in the offer to produce two years of operating expenses, utility consumption rates and capital expenditures, plus a current rent roll and tenant list, within seven days of a request. In the multi-unit bands, every day of delay extends the negotiation period by a day. Portfolio reporting that holds operating expenses and capital expenditure per property, as dashboards and reports are designed to do, is what makes a seven-day turnaround realistic, and a reconciled lease and tenancy record is what makes the rent roll defensible.

Step 3: Single-Family Accommodations

Section 42-3404.09(a) states the rule plainly: the subchapter shall not apply to single-family accommodations except as provided in this section.

But exempt does not mean nothing to do.

The 3-day notice applies. Within 3 calendar days of receiving or soliciting, in writing, an offer to purchase, an owner with an intent to sell shall deliver written notice to a tenant that the owner received or solicited an offer.

Three features matter. It is triggered by receiving or soliciting an offer, not by listing or contracting. It does not repeat for a year to the same tenant. And the consequences are contained: liability lies with the owner and may not attach to the real property, a tenant suing over it may not file a lis pendens, and nothing in the subsection creates rights enforceable under subchapter V.

A missed 3-day notice is an owner liability, not a cloud on title. That is a materially different risk profile from a defective offer of sale on a covered building.

Step 4: The Single-Family Exception That Still Carries Full Rights

Section 42-3404.09(c) preserves TOPA rights for a defined group, on three cumulative conditions: the tenant is an elderly tenant or a tenant with a disability as of the date of the offer of sale, signed a rental agreement by 31 March 2018, and took occupancy by 15 April 2018. Those dates do not roll forward.

Where it applies:

• The offer of sale complies with § 42-3404.03 plus a description of the tenant's rights and obligations plus a list of organisations from which the tenant may seek help.

• A copy goes to the Office of the Tenant Advocate, delivery initiated the same date. The OTA has 4 business days to use best efforts to contact affected tenants.

• 20 days for a written statement of interest. Failure to deliver in time is deemed a waiver.

• At least 25 days to negotiate, not including the 20 days, extended a day for each day of owner delay.

• At least 45 days after contracting to settlement, extended consistent with a written lender estimate of a decision within 75 days.

Assignment is tightly restricted. The only consideration such a tenant may receive is the right to immediately use and occupy their unit for 12 months following the sale at the rate of rent charged as of the date of the offer. Secondary assignment is limited, no consideration is allowed for it, and paying the tenant to vacate early so the owner may use the unit is a willful violation.

Under § 42-3404.09(g), a tenant occupying under that 12-month right may not be evicted on the § 42-3505.01(d), (e), (g), (h), (i) or (j) grounds during the period. Those are the owner-occupancy, contract-purchaser, renovation, demolition, substantial rehabilitation and discontinuance grounds covered in our guide to the D.C. eviction process.

You can find out where you stand. Section 42-3404.09(d) lets an owner deliver a written notice of intent to sell, demolish, or discontinue housing use before issuing an offer. The tenant has 20 days to respond, the notice may not be served more than 60 days before the offer, and failure to respond in time is deemed a waiver. Copies of all documents must reach the Mayor within 10 days of initiation of delivery with written evidence of the delivery date.

Step 5: Two to Four Units, and the Ownership Test

Section 42-3404.10(b) exempts accommodations with 2 through 4 units not owned in majority by a business corporation as defined in § 29-101.02(2)(A), except that tenants remain entitled to the § 42-3404.09(b) 3-day notice.

Section 42-3404.10(a) applies the full regime to those owned in majority by a business corporation, other than 2-unit single-family accommodations. The sequence is:

• Joint then several. On receipt of a written offer including a description of tenant rights, or the Mayor's receipt of a copy, whichever is later, tenants acting jointly have 15 days to deliver a written statement of interest to the owner and the Mayor by hand or certified mail. If they fail, an individual tenant has 7 days.

• Negotiation. A reasonable period and not less than 90 days, extended a day for each day of owner delay. Where more than one tenant submits a statement, the owner negotiates separately, or jointly if they agree.

• Additional window. If the tenants jointly have not contracted, a further 30-day period for any one current tenant to contract.

• Owner's choice. Where negotiating with more than one tenant, the owner may decide which contract is more favorable without liability to the others.

• Settlement. Not less than 90 days after contracting, extended consistent with a written lender estimate of a decision within 120 days.

• Lapse. If 240 days elapse from a valid offer without a sale or contract, the owner shall comply anew.

Step 6: Five or More Units

This is the band most multifamily owners will encounter, and § 42-3404.11 runs on longer clocks than the small-building regime.

Registration comes first, and it has a deadline. To make a contract of sale, the tenants shall form a tenant organisation with the legal capacity to hold real property, elect officers and adopt bylaws unless such an organisation already exists in the form desired; file articles of incorporation; and deliver an application for registration to the Mayor and the owner by hand or certified mail within 45 days of receipt of a valid offer or the Mayor's receipt of a copy, whichever is later. Where a tenant organisation already exists in the form desired by the tenants, that period is 30 days.

The application has content requirements owners should know. It must include the name, address and phone number of tenant officers and legal counsel if any, a copy of the articles as filed, a copy of the bylaws, and documentation that the organisation represents at least a majority of the occupied rental units as of the time of registration, plus such other information as the Mayor may require.

Registration changes who you deal with. On registration, the organisation constitutes the sole representative of the tenants, and the prior offer of sale is deemed an offer to the organisation.

Section 42-3404.02a confirms tenants of a 5-or-more-unit accommodation may form and register at any time, provided that section is not construed to alter the time periods within which the organisation may exercise its rights.

Two separate 120-day periods then apply, and they are commonly confused.

Negotiation, § 42-3404.11(2). The owner shall afford a reasonable period and shall not require less than 120 days from the date of receipt of the statement of registration. For every day of owner delay in providing required information, the period extends by one day.

Settlement, § 42-3404.11(3)(A). The owner shall afford a reasonable period before settlement to secure financing and shall not require less than 120 days after the date of contracting. If a lender estimates in writing that a financing decision will be made within 240 days after contracting, the owner shall afford an extension consistent with that estimate.

The nonprofit cooperative variant, § 42-3404.11(3)(B). If the organisation's articles provide, by the date of contracting, that its purpose is to convert the accommodation to a nonprofit housing cooperative with appreciation of share value limited to a maximum of the annual rate of inflation, the owner shall require not less than 180 days after the date of contracting, or such additional time as the section requires.

Lapse, § 42-3404.11(4). If 360 days elapse from the date of a valid offer and the owner has not sold or contracted, or in the case of an offer given for demolition or discontinuance has not issued a notice to vacate under § 42-3505.01(g) or (i), the owner shall comply anew. Where the negotiation period was extended under § 42-3404.02(a-1)(6) or (a-2)(2)(F), the 360-day limit may be extended by one day for each day of the extension.

Note the contrast with the small-building band: 240 days for a covered 2-to-4-unit accommodation, 360 days for 5 or more.

Step 7: The Right of First Refusal Survives the Negotiation Period

Section 42-3404.08 is easy to overlook and it can reopen a deal that felt settled.

In addition to all other rights, a tenant or tenant organisation has the right of first refusal during the 15 days after receiving from the owner a valid sales contract to purchase by a third party. If the contract is received during the negotiation period under § 42-3404.09(c)(4), § 42-3404.10(a)(2) or § 42-3404.11(2), the 15-day period begins to run at the end of the negotiation period.

In exercising that right, all rights in the subchapter apply except the minimum negotiation periods in those sections.

So signing a third-party contract does not close the tenant's options. It starts a further 15-day window, and where it lands mid-negotiation, that window does not even begin until negotiation ends.

Step 8: Challenging the Offer as Not Bona Fide

This is a special challenge mechanism, not the ordinary route for a 5-or-more-unit sale. It applies under § 42-3404.02(a-1) where an offer for an accommodation with 5 or more units is made in the absence of an arm's-length third-party contract, before a notice to vacate for demolition or discontinuance.

• The price test. The price shall be less than or equal to a comparable willing-seller, willing-buyer price, or the appraised value under the subsection.

• The valuation basis. Based only on rights the owner has as a matter of right as of the date of the offer, including any existing conversion right, and within that restriction may consider highest and best use.

• The burden. The owner has the burden of proof that the offer is bona fide.

• The challenge. A registered tenant organisation may request an appraisal, delivered to the Mayor and owner by hand or certified mail within 45 days of receiving the offer.

• Appraiser. Jointly selected; if no agreement within 14 days, either party may ask the Mayor, who selects on a sole source basis within 7 days. The appraiser must hold an active Certified General Real Property Real Estate Appraiser licence from the D.C. Board of Real Estate Appraisers.

• Owner duties. Full, unfettered access, and response within 7 days to information requests.

• Cost. Tenant organisation one-third, owner two-thirds.

• Extension. The negotiation period extends one day for each day until the organisation receives the appraisal.

• Result. The appraised value becomes the sales price unless the parties agree otherwise or the owner withdraws within 14 days.

• Withdrawal. Requires a letter to the Mayor and a board member, reimbursement of the organisation's entire share within 14 days, and bars a subsequent non-contract offer for 3 months.

• Court challenge. Either party may challenge a Mayor-selected appraisal in Superior Court within 30 days.

Step 9: Proving Compliance at Closing

Section 42-3404.02(e) is the mechanism a title company relies on.

Within 5 days after a request by any person, the Mayor shall provide written certifications, including the date of receipt, of any notices received under the subchapter and subchapter V, or certification of non-receipt, together with copies. Those certifications may be recorded among the records of the Recorder of Deeds and are exempt from filing fees.

That is why the § 42-3404.03(b)(2) same-day filing and signed confirmation, and the § 42-3404.09(f) 10-day copy requirement, are not administrative afterthoughts. The Mayor's records can therefore become an important part of the buyer's closing due diligence.

Common TOPA Mistakes Owners and Property Managers Make

1. Assuming all 2-to-4-unit buildings are now exempt
Section 42-3404.10(b) exempts them only where not owned in majority by a business corporation.

2. Treating an exempt small building as having no obligations
Section 42-3404.10(b) preserves the § 42-3404.09(b) 3-day notice.

3. Relying on repealed subsections or legacy form language
Section 42-3404.02(b), (c) and (d) were repealed on 31 December 2025. Definitions moved to § 42-3404.01a and exempt transfers to § 42-3404.02b, and § 42-3404.03a now governs notice where no opportunity to purchase is given. Some DHCD instructions still carry legacy citations to the old structure.

4. Issuing an offer of sale with only four elements
All five statutory minimum contents are required, including the tenant support provider information under § 42-3404.03(a)(5).

5. Omitting the technical assistance notice
Item (2) now requires a notice that tenants are entitled to no-cost technical assistance and training from a Mayor-approved tenant support provider.

6. Missing the same-day Mayor filing and signed confirmation
Section 42-3404.03(b)(2) requires both, with a date-stamped copy where delivery is by hand.

7. Forgetting the oral-lease posting
Where occupied units have no current or expired written lease, the notice must be posted at each building or unit entrance on the same date, with a 15-day window for oral-lease residents to come forward.

8. Missing the 7-day document production window
And in the multi-unit bands, each day of delay extends the tenant's negotiation period.

9. Overlooking the protected single-family category
The 31 March 2018 and 15 April 2018 dates are fixed and still operative.

10. Paying a protected tenant to vacate early
Section 42-3404.09(c)(6)(C) makes that a willful violation, and § 42-3404.09(g) bars eviction on six § 42-3505.01 grounds during the 12 months.

11. Confusing the two 120-day periods in a 5-plus-unit sale
Section 42-3404.11(2) is negotiation, running from receipt of the statement of registration. Section 42-3404.11(3)(A) is settlement, running from the date of contracting, with a 240-day lender extension.

12. Confusing the lapse periods
240 days for a covered 2-to-4-unit accommodation under § 42-3404.10(a)(4); 360 days for 5 or more units under § 42-3404.11(4), extendable where the negotiation period was extended.

13. Assuming a third-party contract ends tenant rights
Section 42-3404.08 gives a 15-day right of first refusal, running from the end of the negotiation period where the contract arrives during it.

14. Treating the appraisal route as the standard 5-plus process
It applies only to offers made without an arm's-length third-party contract, and it shifts the burden to the owner.

15. Not obtaining the Mayor's certifications before closing
Section 42-3404.02(e) provides them within 5 days, recordable without a filing fee.

16. Assuming an exempt transfer carries no filing obligation
Section 42-3404.03a addresses notice where an opportunity to purchase is not provided. Review it to determine the required Notice of Transfer before closing on an exemption.

Conclusion

TOPA remains a significant transactional requirement in District residential real estate, and the RENTAL Act changed the coverage and compliance map rather than eliminating the tenant-purchase framework.

• Coverage now turns on ownership form as much as unit count. A 2-to-4-unit building not owned in majority by a business corporation is exempt under § 42-3404.10(b), but its tenants still get the 3-day notice. One that is so owned runs the 15-day, 7-day, 90-day, 30-day and 90-day sequence with a 240-day restart.

• Five or more units runs on its own clocks. Registration within 45 days, or 30 where an organisation already exists in the desired form, documenting a majority of occupied units. Then 120 days to negotiate from receipt of the statement of registration, 120 days to settlement from contracting with a 240-day lender extension, 180 days where a qualifying nonprofit cooperative purpose is in the articles by contracting, and a 360-day restart.

• The offer of sale itself was rewritten. Five minimum contents, prescribed delivery methods, a same-day filing with a signed confirmation, and an oral-lease posting requirement where any occupied unit lacks a written lease.

• And nothing is final until the right of first refusal runs. Section 42-3404.08 gives a further 15 days after a valid third-party contract, beginning at the end of the negotiation period where the contract lands during it.

For owners and managers, TOPA compliance depends on records assembled long before a sale is contemplated: current leases and the lease status of every unit, a rent roll that reconciles, two years of operating expenses and capital expenditures, utility consumption data, and a clear picture of the ownership entity. In the District, the sale file and the tenancy file are the same file.

This blog is for informational purposes only and does not constitute legal advice. TOPA sits in the Rental Housing Conversion and Sale Act of 1980 at D.C. Official Code Chapter 34, Subchapter IV. The Act was substantially restructured by the RENTAL Act, D.C. Law 26-80, effective 31 December 2025, which repealed § 42-3404.02(b), (c) and (d), added §§ 42-3404.01a, 42-3404.02a, 42-3404.02b, 42-3404.02c and 42-3404.02d, and amended §§ 42-3404.03, 42-3404.08, 42-3404.10 and 42-3404.12. Additional TOPA amendments have been proposed in 2026, including the Housing Investment Protection Act of 2026; proposed legislation may change before enactment. The coverage and exemption provisions in §§ 42-3404.01a, 42-3404.02b, 42-3404.02c, 42-3404.02d, 42-3404.03a, 42-3404.03b and 42-3404.05a are identified above but not set out here, and should be reviewed directly with D.C. counsel. Verify the current text with the Council of the District of Columbia and consult a licensed D.C. attorney before issuing any TOPA notice or offer of sale.

Frequently Asked Questions

Q1. Does TOPA still apply to small buildings after the 2025 reforms?
It depends on ownership. Under § 42-3404.10(b), 2-to-4-unit accommodations not owned in majority by a business corporation are exempt, except that tenants keep the § 42-3404.09(b) notice. Those owned in majority by a business corporation remain fully covered.

Q2. What must an offer of sale contain now?
Five minimum items under § 42-3404.03(a): asking price and material terms; the right-to-purchase statement plus the technical assistance notice; whether a third-party contract exists; the document package statement; and the names and contact details of Mayor-certified tenant support providers.

Q3. What is the oral-lease posting requirement?
Where occupied units are not subject to a current or expired written lease, the owner must post a notice at each building or unit entrance on the same date the offer is sent. Oral-lease residents then have 15 days after receipt to notify the owner and provide proof of tenancy.

Q4. Does an exempt transfer still require a filing?
Possibly. Section 42-3404.03a governs notice where an opportunity to purchase is not provided because the transaction is said to fall outside TOPA's sale requirement. Review that section before relying on an exemption.

Q5. How long do tenants have to register a tenant organisation?
Forty-five days from the later of receipt of a valid offer or the Mayor's receipt of a copy, or 30 days where a tenant organisation already exists in the form the tenants desire. The application must document that it represents at least a majority of the occupied rental units.

Q6. What are the 5-or-more-unit timelines?
Not less than 120 days to negotiate from receipt of the statement of registration, and not less than 120 days to settlement from contracting, extendable to a written lender estimate of a decision within 240 days, or 180 days after contracting for a qualifying nonprofit cooperative conversion.

Q7. When does the process restart?
After 240 days from a valid offer for a covered 2-to-4-unit accommodation, and after 360 days for 5 or more units, extendable day for day where the negotiation period was extended under the appraisal provisions.

Q8. Does a third-party contract end the tenants' rights?
No. Under § 42-3404.08 a tenant or tenant organisation has a 15-day right of first refusal after receiving a valid third-party sales contract, and where it arrives during the negotiation period the 15 days begins at the end of that period.