Selling a Rental With Tenants in Place: What DC Landlords Need to Know

Many landlords reach a point where they are ready to be done. The tenant may be excellent, or the relationship may be strained. Either way, DC law gives tenants protections that shape how, when, and to whom you can sell.

These rules are detailed, and they changed again at the end of 2025. Mistakes can delay a closing or lead to claims against you. This guide gives you the lay of the land so your conversation with an attorney is more productive.

The Tenant Opportunity to Purchase Act is part of DC's Rental Housing Conversion and Sale Act. The core rule is in DC Code § 42-3404.02: before an owner sells a housing accommodation, the owner must give the tenant an opportunity to purchase it at a price and terms that represent a "bona fide offer of sale." A bona fide offer is a genuine, good-faith offer.

Two District offices are involved:

• DHCD's Rental Conversion and Sale Division administers TOPA. It receives required notices and publishes the official forms. You can reach it at (202) 442-4407. See the DHCD TOPA page.
• The Office of the Tenant Advocate (OTA) educates and assists tenants. It offers TOPA classes and process charts for single-unit, 2–4 unit, and 5+ unit properties.

The TOPA Single-Family Home Exemption Amendment Act of 2018 took effect July 3, 2018. It removed most single-family rentals from the full TOPA process. The rules now live in DC Code § 42-3404.09.

What counts as "single-family"

Under DC Code § 42-3401.03, a single-family accommodation is a house with one dwelling (with or without an accessory unit, such as a basement apartment), or a single rental unit in a condominium, cooperative, or homeowners association.

What owners must still do

Even when the exemption applies, the owner must deliver written notice to the tenant within 3 calendar days of receiving or soliciting a written offer to purchase. DHCD has a form for this, the "Notice to Tenant of Landlord's Receipt or Solicitation of an Offer to Sell and Notice of Intent to Sell – Single-Family Accommodation," on its forms page. OTA explains that the purpose is to let every tenant know the home is being marketed, so they can make an offer outside of TOPA if they wish.

Who keeps full TOPA rights

Tenants keep full purchase rights if they are elderly or have a disability and they:

• signed a lease for the home by March 31, 2018, and
• took occupancy by April 15, 2018.

"Elderly" means 62 or older, and a disability is defined by reference to the Americans with Disabilities Act (§ 42-3401.03). The DHCD summary notes that tenants may need to provide proof of age or a disability statement.

For these tenants, § 42-3404.09 sets minimum timelines:

DHCD publishes the "Offer of Sale With or Without a Third Party Contract and Right of First Refusal – Single-Family Accommodation" form for these cases. A right of first refusal means the tenant can match a third-party buyer's contract terms.

DC's RENTAL Amendment Act of 2025 (D.C. Law 26-80) took effect December 31, 2025. Among other changes, it provides that accommodations with 2 through 4 units that are not owned in majority by a business corporation are exempt from TOPA, except that tenants still receive the notice and rights provided in the single-family notice section described above.

This change is new, and the question of whether your ownership qualifies can be technical. For example, how title is held (in your name, a trust, or an LLC) may matter. Have an attorney review your situation before you rely on the exemption. DHCD's forms page lists current 2–4 unit forms, including a new Notice of Transfer.

The same law also:

• exempts buildings completed within 15 years before a sale from the offer-of-sale requirement, while still requiring notice;
• requires offers of sale to include contact information for District-certified tenant support providers; and
• adds a "cooling-off" period before tenants can assign (transfer) their TOPA rights to someone else.

If your property does not fit an exemption, the full TOPA process applies, with longer timelines. Your attorney can walk you through it.

This is the point that surprises many owners. In DC, a sale does not end a tenancy.

DC Code § 42-3505.01 says a tenant may not be evicted, even after the lease expires, as long as the tenant keeps paying rent, except for specific reasons listed in the law. OTA's Tenant Bill of Rights puts it plainly: a tenant may not be evicted just because the lease expired or the property was sold.

The listed reasons include a purchaser who wants to live in the home. Under § 42-3505.01(e), if an owner has contracted in writing in good faith to sell the unit to someone who will personally live there, and the tenant received the required purchase notice, the tenant may be given a 90-day notice to vacate. The law also restricts renting the unit out again for 12 months after the tenant leaves. This process has strict requirements and is a common source of disputes. Do not start it without an attorney.

According to DHCD, every DC rental unit must be registered with the Rental Accommodations Division, either as rent controlled or exempt. Common exemptions include units:

• built after 1975,
• owned by a natural person (not a corporation) who owns no more than four rental units in DC, or
• federally or District subsidized.

DHCD notes that if a unit is not registered, rent control automatically applies. Buyers will want to know the registration status and current rent. Gather this before you list.

DC generally caps a security deposit at one month's rent and requires it to be held in an interest-bearing account, according to OTA. When the tenancy ends, the housing provider generally has 45 days to return the deposit or give written notice of charges.

When a rental is sold with a tenant in place, the deposit, plus any interest owed, is typically transferred or credited to the buyer at closing, and the tenant is told who now holds it. Your attorney and the title company should handle this in the sales contract and settlement documents, so there is no question about who owes the tenant their deposit later.

1. Sell with the tenant in place

You sell to a buyer who wants a rental, such as another landlord or an investor. The lease and tenancy continue. This is often the simplest path. Expect buyers to ask for the lease, rent history, deposit records, and rent control registration.

2. A voluntary move-out agreement ("cash for keys")

Some owners and tenants agree that the tenant will move out by a certain date in exchange for money or other help. This must be truly voluntary. The tenant can say no.

• Put any agreement in writing, drafted or reviewed by an attorney.
• Encourage the tenant to get their own advice. OTA assists tenants.
• Never pressure a tenant. DC law prohibits retaliation against tenants who exercise their rights.
• Keep TOPA in mind. A move-out agreement does not replace the notices you owe.

3. Wait for the lease to end

Waiting works in many states. In DC, lease expiration alone does not end a tenancy. A tenant may stay month to month. Waiting mainly helps if the tenant chooses to leave on their own.

4. Sell to a buyer who will live there

As described above, this can allow a 90-day notice to vacate, with strict conditions. It needs careful legal guidance.

• Confirm whether TOPA or an exemption applies, with a DC landlord-tenant attorney.
• Use the current DHCD forms and deliver notices on time.
• Confirm your rent control registration status.
• Gather the lease, rent ledger, and deposit records.
• Decide whether you will sell occupied, seek a voluntary agreement, or wait.

If you are thinking about selling an occupied DC rental, we offer a free 20-minute consultation and a written Options Report comparing each path: keeping the property, selling occupied on the market, or selling directly. We work alongside your attorney, and we will tell you if selling to us is not the best fit.

• DC Code § 42-3404.02 — Tenant opportunity to purchase
• DC Code § 42-3404.09 — Single-family accommodations
• DC Code § 42-3401.03 — Definitions
• D.C. Law 22-120 — TOPA Single-Family Home Exemption Amendment Act of 2018
• D.C. Law 26-80 — RENTAL Amendment Act of 2025
• DC Code § 42-3505.01 — Evictions
• DC Code § 42-3505.02 — Retaliatory action
• DC Code § 42-3502.17 — Security deposit
• DHCD — Conversion and Sales (TOPA)
• DHCD — Rental Conversion and Sale Forms
• DHCD — TOPA Single-Family Home Exemption Amendment Act of 2018 Summary (PDF)
• DHCD — Rent Control
• Office of the Tenant Advocate — TOPA
• Office of the Tenant Advocate — TOPA Single-Family Home Reform Law Takes Effect
• Office of the Tenant Advocate — DC Tenant Bill of Rights (PDF)