1. (a) Before an owner of a housing accommodation may sell the housing accommodation or issue a notice to vacate for purposes of demolition or discontinuance of 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.

2. (a-1) Whenever an offer of sale is made to tenants for a housing accommodation with 5 or more units that is required by subsection (a) of this section before the owner may issue a notice to vacate for purposes of demolition or discontinuance of housing use, and the offer is made in the absence of an arm’s-length third-party contract, the following shall apply:

   1. (1) The sales price contained in the offer of sale shall be less than or equal to a price and other material terms comparable to that at which a willing seller and a willing buyer would sell and purchase the housing accommodation, or the appraised value of the housing accommodation as determined by this subsection.
   2. (2) An appraised value shall only be based on rights an owner has as a matter-of-right as of the date of the offer, including any existing right an owner may have to convert the property to another use.
   3. (3) Within the restrictions of paragraph (2) of this subsection, an appraised value may take into consideration the highest and best use of the property.
   4. (4) The owner of the housing accommodation shall have the burden of proof to establish that an offer of sale under this subsection is a bona fide offer of sale.

   5. (5)

      1. (A) A tenant organization registered according to § 42-3404.11(1) may challenge the offer presented by an owner of a housing accommodation as not being a bona fide offer of sale, and request a determination of the appraised value of the housing accommodation.
      2. (B) The tenant organization shall request an appraisal by delivering the request to the Mayor and the owner by hand or by certified mail within 45 days of receipt of the alleged bona fide offer of sale.

      3. (C)

         1. (i) The tenant organization and owner of the housing accommodation shall jointly select an appraiser. If within 14 days after a tenant organization has requested an appraisal, the tenant organization and owner of the housing accommodation have not agreed upon an appraiser, either party may request that the Mayor select an appraiser.
         2. (ii) A request that the Mayor select an appraiser shall be in writing and delivered by hand or by certified mail to the Mayor and to the owner or to a member of the board of the tenant organization.
         3. (iii) The Mayor shall select the appraiser on a sole source basis within 7 days of receiving the request for an appraiser.
      4. (D) The tenant organization and owner of the housing accommodation shall pay one-third and two-thirds of the cost of the appraisal, respectively.

      5. (E)

         1. (i) The appraiser shall hold an active license as a Certified General Real Property Real Estate Appraiser that has been issued by the District of Columbia Board of Real Estate Appraisers.
         2. (ii) The owner shall give the appraiser full, unfettered access to the property.
         3. (iii) The owner shall respond within 7 days to any request for information from the appraiser.
         4. (iv) The tenant organization may give the appraiser information relevant to the valuation of the property.
      6. (F) The appraisal shall be completed expeditiously according to standard industry timeframes.
   6. (6) Beginning with the date of a tenant organization request for an appraisal, and for each day thereafter until the tenant organization receives the appraisal, the negotiation period described in § 42-3404.11(2) shall be extended by one day.

   7. (7)

      1. (A) The determination of the appraised value of the housing accommodation in accordance with this subsection shall become the sales price of the bona fide offer of sale for the housing accommodation unless:

         1. (i) The owner and the tenant organization agree upon a different sales price of the housing accommodation; or
         2. (ii) The owner elects to withdraw the offer of sale within 14 days of the receipt of the appraisal by the owner.

      2. (B)

         1. (i) The owner shall withdraw the offer of sale by delivering by hand or by certified mail a letter of withdrawal to the Mayor and a member of the board of directors of the tenant organization.
         2. (ii) Upon the election to withdraw the offer of sale, the owner shall reimburse the tenant organization for its entire share of the cost of the appraisal within 14 days of delivery pursuant to sub-subparagraph (i) of this subparagraph.
         3. (iii) An owner who withdraws an offer of sale in accordance with this subparagraph shall be precluded from making a subsequent offer of sale to the tenant organization without an arm’s-length third party contract for 3 months from the date of the election to withdraw the offer of sale.
   8. (8) Within 30 days of the receipt of the appraisal conducted by an appraiser selected by the Mayor pursuant to paragraph (5)(C) of this subsection, either the tenant organization or the owner of the housing accommodation may challenge the appraisal as being in violation of the requirements of this subsection in the Superior Court of the District of Columbia for the court to take any appropriate action the court may deem necessary.

3. (a-2) Notwithstanding subsection (a-1) of this section, for a tenant organization that before February 26, 2016 has registered the tenant organization with the Mayor pursuant to § 42-3404.11(1) and pursuant to either § 42-3405.03 or § 42-3405.03a has filed a complaint concerning this section, the following shall apply, beginning January 1, 2014:

   1. (1) Repealed.

   2. (2) Whenever an offer of sale is made to tenants for a housing accommodation with 5 or more units that is required by subsection (a) or (a-1) of this section before the owner may issue a notice to vacate for purposes of demolition or discontinuance of housing use, and the offer is made in the absence of an arm’s-length third-party contract, the following shall apply:

      1. (A) The sales price contained in the offer of sale shall be less than or equal to a price and other material terms comparable to that at which a willing seller and a willing buyer would sell and purchase the housing accommodation, or the appraised value of the housing accommodation as determined by this subsection.
      2. (B) An appraised value shall only be based on rights an owner has as a matter-of-right as of the date of the offer, including any existing right an owner may have to convert the property to another use.
      3. (C) Within the restrictions of subparagraph (B) of this paragraph, an appraised value may take into consideration the highest and best use of the property.
      4. (D) The owner of the housing accommodation shall have the burden of proof to establish that an offer of sale under this subsection is a bona fide offer of sale.

      5. (E)

         1. (i) A tenant organization registered according to § 42-3404.11(1) may challenge the offer presented by an owner of a housing accommodation as not being a bona fide offer of sale, and request a determination of the appraised value of the housing accommodation.
         2. (ii) The tenant organization shall request an appraisal by delivering the request to the Mayor and the owner by hand or by certified mail within 45 days of receipt of the alleged bona fide offer of sale.

         3. (iii)

            1. (I) The tenant organization and owner of the housing accommodation shall jointly select an appraiser. If within 14 days after a tenant organization has requested an appraisal, the tenant organization and owner of the housing accommodation have not agreed upon an appraiser, either party may request that the Mayor select an appraiser.
            2. (II) A request that the Mayor select an appraiser shall be in writing and delivered by hand or by certified mail to the Mayor and to the owner or to a member of the board of the tenant organization.
            3. (III) The Mayor shall select the appraiser on a sole source basis within 7 days of receiving the request for an appraiser.
         4. (iv) The tenant organization and owner of the housing accommodation shall pay one-third and two-thirds of the cost of the appraisal, respectively.

         5. (v)

            1. (I) The appraiser shall hold an active license as a Certified General Real Property Real Estate Appraiser that has been issued by the District of Columbia Board of Real Estate Appraisers.
            2. (II) The owner shall give the appraiser full, unfettered access to the property.
            3. (III) The owner shall respond within 7 days to any request for information from the appraiser.
            4. (IV) The tenant organization may give the appraiser information relevant to the valuation of the property.
         6. (vi) The appraisal shall be completed expeditiously according to standard industry timeframes.
      6. (F) Beginning with the date of a tenant organization request for an appraisal, and for each day thereafter until the tenant organization receives the appraisal, the negotiation period described in § 42-3404.11(2) shall be extended by one day.

      7. (G)

         1. (i) The determination of the appraised value of the housing accommodation in accordance with this subsection shall become the sales price of the bona fide offer of sale for the housing accommodation unless:

            1. (I) The owner and the tenant organization agree upon a different sales price of the housing accommodation; or
            2. (II) The owner elects to withdraw the offer of sale within 14 days of the receipt of the appraisal by the owner.

         2. (ii)

            1. (I) The owner shall withdraw the offer of sale by delivering by hand or by certified mail a letter of withdrawal to the Mayor and a member of the board of directors of the tenant organization.
            2. (II) Upon the election to withdraw the offer of sale, the owner shall reimburse the tenant organization for its entire share of the cost of the appraisal within 14 days of delivery pursuant to sub-sub-subparagraph (I) of this sub-subparagraph.
            3. (III) An owner who withdraws an offer of sale in accordance with this subparagraph shall be precluded from making a subsequent offer of sale to the tenant organization without an arm’s-length third party contract for 3 months from the date of the election to withdraw the offer of sale.
      8. (H) Within 30 days of the receipt of the appraisal conducted by an appraiser selected by the Mayor pursuant to subparagraph (E)(iii) of this paragraph, either the tenant organization or the owner of the housing accommodation may challenge the appraisal as being in violation of the requirements of this subsection, to the Superior Court of the District of Columbia for the court to take any appropriate action the court may deem necessary.
4. (b) Repealed.
5. (c) Repealed.
6. (d) Repealed.

7. (e)

   1. (1) Within 5 days after a request by any person, the Mayor shall provide:

      1. (A) Written certifications, including the date of receipt, of any notices received pursuant to this subchapter and subchapter V of this chapter, or, if the Mayor has not received notices regarding a property specified by the requestor, certification of such non-receipt; and
      2. (B) Copies of the notices.
   2. (2) The certifications may be recorded among the records of the Recorder of Deeds and shall be exempt from filing fees.
8. (f) A tenant's rights under this subchapter vest at the time of receipt of an offer of sale pursuant to § 42-3404.03 and shall not apply to a tenant that begins occupying a housing accommodation after the issuance of an offer of sale.

Editor's Notes

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.

Applicability of D.C. Law 15-176: Section 7 of D.C. Law 15-176 provides that sections 2 through 6 of the act shall apply as of October 1, 2003.

“The term ‘sell’ or ‘sale’ does not include a foreclosure sale, a tax sale, or a bankruptcy sale. An owner who is uncertain as to the applicability of this subchapter is deemed to be an aggrieved owner for the purposes of seeking declaratory relief under §§ 45-1653 and 45-1653.1. The tenant or tenant organization in such an accommodation is deemed to be an aggrieved tenant or tenant organization, as applicable, for these purposes. This subsection shall not apply to any transaction involving accommodations otherwise subject hereto expressly contemplated by a registration statement filed with the Securities and Exchange Commission prior to February 22, 1994.

“(3) a partnership, corporation, or other entity controlled by the individuals referred to in clauses (1) and (2).

“(2) a trust for the primary benefit of the persons referred to in clause (1), and

“(1) a surviving spouse of the decedent, lineal descendants of the decedent, or spouses of lineal descendants of the decedent,

“(c) For the purposes of this subchapter, the term ’sell’ or ’sale’ includes the transfer of 100% of all partnership interests in a partnership which owns the accommodation as its sole asset to 1 transferee or of 100% of all stock of a corporation which owns the accommodation as its sole asset to 1 transferee in 1 or more transactions occurring during a period of 1 year from the date of the first such transfer, and a master lease which meets some, but not all, of the factors described in subsection (b) of this section or which is similar in effect. For the purposes of this subchapter, the term ’sell’ or ’sale’ does not include a transfer, even though for consideration, by a decedent’s estate to members of the decedent’s family if the consideration arising from such transfer will pass from the decedent’s estate to, or solely for the benefit of, charity. For purposes of the preceding sentence, the term ‘member’s of the decedent’s family’ means:

Amendment of section by Law 10-144: Section 2(i) of D.C. Law 10-144 purported to amend this section by adding (c) to read as follows:

Reenactment of Law 3-86: See Historical and Statutory Notes following § 45-1601.

Application of Law 8-49: Section 3 of D.C. Law 8-49 provided that the act shall not apply to any sale of a rental housing accommodation that occurs after June 23, 1988.

Expiration of Law

Section 3 of D.C. Law 17-40 provided that the act shall expire on October 18, 2017.

Expiration of Law 17-40

History

Sept. 10, 1980, D.C. Law 3-86, § 402, 27 DCR 2975

Oct. 19, 1989, D.C. Law 8-49, § 2, 36 DCR 5790

Feb. 5, 1994, D.C. Law 10-68, § 37, 40 DCR 6311

Sept. 6, 1995, D.C. Law 11-31, § 3(i), 42 DCR 3239

Sept. 8, 2004, D.C. Law 15-176, § 3, 51 DCR 5707

July 22, 2005, D.C. Law 16-15, § 2(b), 52 DCR 6885

Mar. 2, 2007, D.C. Law 16-191, § 101(a), 53 DCR 6794

Oct. 18, 2007, D.C. Law 17-40, § 2, 54 DCR 8050

Sept. 12, 2008, D.C. Law 17-231, § 37, 55 DCR 6758

Mar. 5, 2013, D.C. Law 19-210, § 6, 59 DCR 13171

Feb. 26, 2016, D.C. Law 21-63, § 2(b), 62 DCR 16251

Dec. 23, 2020, D.C. Law 23-155, § 2

Dec. 31, 2025, D.C. Law 26-80, § 301(b)

Emergency Legislation

For temporary (90 days) repeal of temporary D.C. Law 20-166, see § 3 of the TOPA Bona Fide Offer of Sale Clarification Congressional Review Emergency Amendment Act of 2015 (D.C. Act 21-151, Aug. 11, 2015, 62 DCR 11441).

For temporary (90 days) amendment of this section, see § 2(b) of the TOPA Bona Fide Offer of Sale Clarification Congressional Review Emergency Amendment Act of 2015 (D.C. Act 21-151, Aug. 11, 2015, 62 DCR 11441).

For temporary (90 days) repeal of temporary D.C. Law 20-166, see § 3 of the TOPA Bona Fide Offer of Sale Clarification Emergency Amendment Act of 2015 (D.C. Act 21-95, June 25, 2015, 62 DCR 9225, 21 DCSTAT 1484).

For temporary (90 days) amendment of this section, see § 2(b) of the TOPA Bona Fide Offer of Sale Clarification Emergency Amendment Act of 2015 (D.C. Act 21-95, June 25, 2015, 62 DCR 9225, 21 DCSTAT 1484).

For temporary (90 days) exemption from the notice requirements of § 42-3404.02(d) for transfer of an interest in Jubilee Maycroft LLC (Lots 2010-2072 in Square 2669, 1474 Columbia Road, N.W.), from Jubilee Housing, Inc. to one or more entities controlled directly or indirectly by Jubilee Housing, Inc., see § 2 of the Jubilee Maycroft TOPA Notice Exemption Emergency Act of 2015 (D.C. Act 21-54, May 7, 2015, 62 DCR 5952, 21 DCSTAT 1429).

For temporary (90 days) amendment of this section, see § 2 of the Tenant Opportunity to Purchase Congressional Review Emergency Amendment Act of 2014 (D.C. Act 20-581, Jan. 13, 2015, 62 DCR 1267, 21 STAT 733).

For temporary (90 days) amendment of this section, see § 2 of the Tenant Opportunity to Purchase Emergency Amendment Act of 2014 (D.C. Act 20-434, Oct. 7, 2014, 61 DCR 10715, 20 STAT 4152).

For temporary (90 day) amendment of section, see § 2 of Historic Preservation Tax Credit Partnership and Limited Liability Company Clarification Emergency Act of 2007 (D.C. Act 17-111, July 27, 2007, 54 DCR 8227).

For temporary amendment of section, see § 3(i) of the Rental Housing Conversion and Sale Act of 1980 Reenactment and Amendment Emergency Act of 1995 (D.C. Act 11-47, May 4, 1995, 42 DCR 2410) and § 3(i) of the Rental Housing Conversion and Sale Act of 1980 Reenactment and Amendment Congressional Recess Emergency Act of 1995 (D.C. Act 11-96, July 19, 1995, 42 DCR 3837).

For temporary amendment of section, see § 3(i) of the Rental Housing Conversion and Sale Act of 1980 Reenactment and Amendment Emergency Act of 1994 (D.C. Act 10-285, July 8, 1994, 41 DCR 4904).

For temporary (90 days) amendment of this section, see § 2 of Low Income Housing Tax Credit TOPA Exemption for Transfers of Interest Emergency Amendment Act of 2020 (D.C. Act 23-403, Aug. 19, 2020, 67 DCR 10095).

For temporary (90 days) amendment of this section, see § 2 of Low Income Housing Tax Credit TOPA Exemption for Transfers of Interest Congressional Review Emergency Amendment Act of 2020 (D.C. Act 23-515, Dec. 7, 2020, 67 DCR 14420).

Temporary Legislation

For temporary (225 days) repeal of temporary D.C. Law 20-166, see § 3 of the TOPA Bona Fide Offer of Sale Clarification Temporary Amendment Act of 2015 (D.C. Law 21-26, Sept. 23, 2015, 62 DCR 9456).

For temporary (225 days) amendment of this section, see § 2(b) of the TOPA Bona Fide Offer of Sale Clarification Temporary Amendment Act of 2015 (D.C. Law 21-26, Sept. 23, 2015, 62 DCR 9456).

For temporary (225 days) exemption from the notice requirements of § 42-3404.02(d) for transfer of an interest in Jubilee Maycroft LLC (Lots 2010 - 2072 in Square 2669, 1474 Columbia Road, N.W.), from Jubilee Housing, Inc. to one or more entities controlled directly or indirectly by Jubilee Housing, Inc., see § 2 of the Jubilee Maycroft TOPA Notice Exemption Temporary Act of 2015 (D.C. Law 21-19, July 22, 2015, 62 DCR 6882).

For temporary (225 days) amendment of this section, see § 2 of the Tenant Opportunity to Purchase Temporary Amendment Act of 2014 (D.C. Law 20-166, February 26, 2015, 61 DCR 11101).

For temporary (225 day) amendment of section, see § 3(i) of Rental Housing Conversion and Sale Act of 1980 Temporary Extension Amendment Act of 1994 (D.C. Law 10-176, September 22, 1994, law notification 41 DCR 6706).

For temporary (225 days) amendment of this section, see § 2 of Low Income Housing Tax Credit TOPA Exemption for Transfers of Interest Temporary Amendment Act of 2020 (D.C. Law 23-166, Dec. 23, 2020, 67 DCR 13043).

Effect of Amendments

The 2016 amendment by D.C. Law 21-63 rewrote (a); and added (a-1) and (a-2).

The 2013 amendment by D.C. Law 19-210 substituted “to an entity under § 29-204.06” for “to a limited liability company as contemplated by § 29-1013” in (c)(2)(G) and (I).

D.C. Law 17-231, in subsec. (c)(2)(B), substituted “spouses” for “husband and wife”.

D.C. Law 17-40, in subsec. (c)(2), added subpar. (H-i).

D.C. Law 16-191, in subsecs. (b), (c)(3), and (d)(5)(A), validated previously made technical corrections.

D.C. Law 16-15, in subsec. (b), substituted “subchapters IV and V of this chapter, the terms ‘sell’ or ‘sale’ include, but are not limited to, the execution of any agreement pursuant to which the owner of the housing accommodation agrees to some, but not all, of the following:” for “this subchapter, the terms ‘sell’ or ‘sale’ include the execution of any agreement that assigns, leases, or encumbers property, pursuant to which the owner”; rewrote subsec. (c); and added subsec. (d).

D.C. Law 15-176, in subsec. (c), substituted “spouse, or domestic partner as defined in § 32-701(3),” for “spouse”.

Prior Codifications

1981 Ed., § 45-1631.

Section References

This section is referenced in § 42-2851.04, § 42-3404.05, and § 42-3404.12.