2023 District of Columbia Code › Title 42 - Real Property › Chapter 34 - Rental Housing Conversion and Sale › Subchapter IV - Opportunity to Purchase › § 42–3404.02. Tenant opportunity to purchase; “sale” defined

§ 42–3404.02. Tenant opportunity to purchase; “sale” defined.
(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.
(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) 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) 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) 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) 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)(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.
(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.
(C)(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.
(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.
(iii) The Mayor shall select the appraiser on a sole source basis within 7 days of receiving the request for an appraiser.
(D) The tenant organization and owner of the housing accommodation shall pay one-third and two-thirds of the cost of the appraisal, respectively.
(E)(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.
(ii) The owner shall give the appraiser full, unfettered access to the property.
(iii) The owner shall respond within 7 days to any request for information from the appraiser.
(iv) The tenant organization may give the appraiser information relevant to the valuation of the property.
(F) The appraisal shall be completed expeditiously according to standard industry timeframes.
(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)(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:
(i) The owner and the tenant organization agree upon a different sales price of the housing accommodation; or
(ii) The owner elects to withdraw the offer of sale within 14 days of the receipt of the appraisal by the owner.
(B)(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.
(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.
(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) 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.
(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) For the purposes of this subsection:
(A) “Appraised value” means the value of a housing accommodation as of the date of the appraisal, based on an objective, independent property valuation, performed according to professional appraisal industry standards.
(B) “Bona fide offer of sale” means an offer of sale for a housing accommodation or the interest in the housing accommodation that is either:
(i) For a price and other material terms that are at least as favorable as those accepted by a purchaser in an arm’s length third-party contract; or
(ii) In the absence of an arm’s length third-party contract, an offer of sale with 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.
(C) “Highest and best use” means the reasonably probable legal use of a property that is physically possible, appropriately supported, and financially feasible and that results in the highest value of the property.
(D) “Matter-of-right” means a land use, development density, or structural dimension to which a property owner is entitled by current zoning regulations or law.
(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:
(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.
(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.
(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.
(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.
(E)(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.
(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.
(iii)(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.
(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.
(III) The Mayor shall select the appraiser on a sole source basis within 7 days of receiving the request for an appraiser.
(iv) The tenant organization and owner of the housing accommodation shall pay one-third and two-thirds of the cost of the appraisal, respectively.
(v)(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.
(II) The owner shall give the appraiser full, unfettered access to the property.
(III) The owner shall respond within 7 days to any request for information from the appraiser.
(IV) The tenant organization may give the appraiser information relevant to the valuation of the property.
(vi) The appraisal shall be completed expeditiously according to standard industry timeframes.
(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.
(G)(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:
(I) The owner and the tenant organization agree upon a different sales price of the housing accommodation; or
(II) The owner elects to withdraw the offer of sale within 14 days of the receipt of the appraisal by the owner.
(ii)(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.
(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.
(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.
(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.
(b) For the purposes of 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:
(1) Relinquishes possession of the property;
(2) Extends an option to purchase the property for a sum certain at the end of the assignment, lease, or encumbrance and provides that a portion of the payments received pursuant to the agreement is to be applied to the purchase price;
(3) Assigns all rights and interests in all contracts that relate to the property;
(4) Requires that the costs of all taxes and other government charges assessed and levied against the property during the term of the agreement are to be paid by the lessee either directly or through a surcharge paid to the owner;
(5) Extends an option to purchase an ownership interest in the property, which may be exercised at any time after execution of the agreement but shall be exercised before the expiration of the agreement; and
(6) Requires the assignee or lessee to maintain personal injury and property damage liability insurance on the property that names the owner as the additional insured.
(c)(1) For the purposes of subchapters IV and V of this chapter, the term “sell” or “sale” shall include:
(A) 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; and
(B)(i) The transfer of an ownership interest in a corporation, partnership, limited liability company, association, trust, or other entity which owns an accommodation as its sole or principal asset, which, in effect, results in the transfer of the accommodation pursuant to subsection (a) of this section.
(ii) For the purposes of sub-subparagraph (i) of this subparagraph, the term “principal asset” means the value of the accommodation relative to the entity’s other holdings.
(2) For the purposes of subchapters IV and V of this chapter, and notwithstanding anything to the contrary herein, the term “sell” or “sale” shall not include:
(A)(i) A transfer, even though for consideration, by a decedent’s estate to members of the decedent’s family if the consideration arising from the transfer will pass from the decedent’s estate to, or solely for the benefit of, charity.
(ii) For purposes of sub-subparagraph (i) of this subparagraph, the term “member’s [members] of the decedent’s family” means:
(I) A surviving spouse, or domestic partner as defined in § 32-701(3), of the decedent, lineal descendants of the decedent, or spouses of lineal descendants of the decedent;
(II) A trust for the primary benefit of the persons referred to in sub-sub-subparagraph (I) of this sub-subparagraph; and
(III) A partnership, corporation, or other entity controlled by the individuals referred to in sub-sub-subparagraphs (I) and (II) of this sub-subparagraph;
(B) An inter-vivos transfer, even though for consideration, between spouses, parent and child, siblings, grandparent and grandchild, or domestic partners as defined in § 32-701(3);
(C) A transfer of legal title or an interest in an entity holding legal title to a housing accommodation pursuant to a bona fide deed of trust or mortgage, and thereafter any transfer by foreclosure sale or deed in lieu of foreclosure pursuant to a bona fide deed of trust or mortgage;
(D) A tax sale or transfer pursuant to tax foreclosure;
(E) A bankruptcy sale;
(F) 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;
(G) Any transfer of a property directly caused by a change in the form of the entity owning the property; provided, that the transfer is without consideration, including a transfer of interests in an entity to an entity under § 29-204.06;
(H) The transfer of interests in a partnership or limited liability company that owns an accommodation as its sole or principal asset; provided, that the sole purpose of the transfer is to admit one or more limited partners or investor members who will make capital contributions and receive tax benefits pursuant to section 42 of the United States Internal Revenue Code of 1986 approved October 22, 1986 (100 Stat. 2189; 26 U.S.C. § 42), or a comparable District program;
(H-i)(i) A conveyance or re-conveyance for a project that improves or renovates the real property located at 733 15th Street, N.W. (Lot 22, Square 222), commonly known as “The Woodward Building,” if:
(I)(aa) It was operated as an office building until being vacated by commercial tenants to accommodate rehabilitation of the building;
(bb) It was or is being redesigned for residential tenants, having previously not been designed for such use; and
(cc) It was not occupied by residential tenants at the commencement of the project or as of October 18, 2007;
(II) Its zoning is appropriate for its proposed residential use;
(III) There is a conveyance by 15th and H Street Associates, LLP to the Master Tenant by entering into a master lease with the Master Tenant for the purpose of utilization of historic tax credits for the improvement or the renovation;
(IV) 15th and H Street Associates, LLP:
(aa) Submits a complete application for historic tax credits to the U.S. Department of Interior, National Park Service;
(bb) Receives approval of part 1 and part 2 of the application; and
(cc) Pursues approval of part 3 of the application in good faith;
(V) There is a re-conveyance of the ownership interests within 120 months of the commencement of the project to 15th and H Street Associates, LLP, which re-conveyance restores the ownership interests in 15th and H Street Associates, LLP as existing at the commencement of the project (subject to any other transfers otherwise exempt under this section) and terminates the interest of the Master Tenant in the real property;
(VI) 15th and H Street Associates, LLP does not sell the real property to the Investor Member except as permitted by this subparagraph;
(VII) A Notice of Transfer is issued in accordance with subsection (d)(1)(A) of this section; and
(VIII) Prior to the execution of a residential lease for the building, which execution occurs prior to the re-conveyance provided for in sub-sub-subparagraph (IV) of this sub-subparagraph, the proposed tenant receives a written notice, on a single page, in a minimum 14-point bold Times Roman font, that:
(aa) 15th and H Street Associates, LLP has entered into a master lease with the Master Tenant for the purpose of utilizing historic tax credits;
(bb) Within 120 months of the execution of the master lease, there may be a re-conveyance of the interest held by the Master Tenant to 15th and H Street Associates, LLP, which re-conveyance restores the ownership interests in 15th and H Street Associates, LLP as existing at the commencement of the project (subject to any other transfers otherwise exempt under this section) and terminates the interest of the Master Tenant in the real property; and
(cc) The conveyances and re-conveyances, with respect to the real property only, are exempt from the provisions of this chapter if the requirements of this subparagraph are met, including the requirement that 15th and H Street Associates, LLP:
(1) Submits a complete application for historic tax credits to the U.S. Department of Interior, National Park Service;
(2) Receives approval of part 1 and part 2 of the application; and
(3) Pursues approval of part 3 of the application in good faith.
(ii) For the purposes of this subparagraph, the term:
(I) “Conveyance” or “re-conveyance” means a transfer of interests in real property or an entity, including by sale, exchange, or execution or termination of a master lease, or a combination thereof.
(II) “Historic tax credits” means tax credits under section 47 of the Internal Revenue Code of 1986, approved October 16, 1962 (76 Stat. 966; 26 U.S.C. § 47).
(III) “Investor Member” means an investor in the Master Tenant.
(IV) “Master Tenant” means a limited partnership or limited liability company that will:
(aa) Be primarily owned by Investor Members who will have a noncontrolling interest; and
(bb) Own a noncontrolling interest in 15th and H Street Associates, LLP.
(V) “Noncontrolling interest” means an equity interest under which the Investor Member shall not, notwithstanding the Investor Member’s customary consent rights, and absent a default or breach by the managing partner:
(aa) Exercise management or control over any aspect of the project, including acting as directors, officers, managers, or decision-makers in the project; or
(bb) Play a role in selecting, recommending, or choosing directors, officers, managers, or decision-makers in the project.
(iii) For the purposes of this subparagraph, failure to comply with the requirements of sub-subparagraph (I) through (VIII) of this subparagraph shall require 15th and H Street Associates, LLP to comply anew with the requirements of this chapter as though this subparagraph had not been enacted.
(I) A transfer of title to the housing accommodation to an entity under § 29-204.06;
(J) A transfer of bare legal title into a revocable trust, without actual consideration for the transfer, where the transferor is the current beneficiary of the trust pursuant to § 42-1102(17);
(K) A transfer of the housing accommodation to a named beneficiary of a revocable trust by reason of the death of the grantor of the revocable trust, pursuant to § 42-1102;
(L) A transfer of the housing accommodation by the trustee of a revocable trust if the transfer would otherwise be excluded under this chapter if made by the grantor of the revocable trust, pursuant to § 42-1102(19);
(M) A transfer pursuant to court order or court-approved settlement;
(N) A transfer by eminent domain or under threat of eminent domain;
(O) A transfer of interest in an entity that owns a housing accommodation or a transfer of title to a housing accommodation, if each of the following conditions is satisfied:
(i) The credit period, as defined in section 42(f) of the United States Internal Revenue Code of 1986, approved October 22, 1986 (100 Stat. 2189; 26 U.S.C. § 42(f)) ("IRC"), for the housing accommodation has ended;
(ii) Immediately prior to the transfer the housing accommodation is subject to:
(I) An extended low-income housing commitment, as that term is defined in [s]ection 42(h)(6)(B) of the IRC; or
(II) A comparable restrictive covenant as a result of a federal or District program with occupancy, rent, and income requirements at least as restrictive as under section 42 of the IRC;
(iii) Before and after the transfer, the owner of the housing accommodation is controlled, directly or indirectly, by the same person or entity; and
(iv) Immediately following the transfer, the housing accommodation is for a term of not less than 10 years and subject to an existing or new extended low-income housing commitment or a comparable restrictive covenant as a result of a federal or District program with occupancy, rent, and income requirements at least as restrictive as under section 42 of the IRC.
(P) The transfer of interests in a partnership or limited liability company that owns an accommodation as its sole or principal asset; provided, that the sole purpose of the transfer is to allow for the exit of one or more limited partners or investor members who have made capital contributions and received tax benefits pursuant to section 42 of the IRC or a comparable federal or District program with occupancy, rent and income requirements at least as restrictive as under section 42 of the IRC.
(Q) A transfer of interest in an entity that owns a housing accommodation or a transfer of title to a housing accommodation, the sole purpose of which is to qualify for and enter into a new credit period, as defined in section 42 of the IRC, for purposes of the rehabilitation of the housing accommodation; provided that, before and after the transfer, the owner of the housing accommodation is controlled, directly or indirectly, by the same person or entity;
(3) An owner who is uncertain as to the applicability of this chapter shall be deemed to be an aggrieved party for the purposes of seeking declaratory relief under §§ 42-3405.03 and 42-3405.03a. The tenant or tenant organization in such an accommodation shall be deemed to be an aggrieved party, for these purposes.
(d)(1)(A) In addition to any other notice required by subchapters IV and V of this chapter, if an opportunity to purchase is not provided under this section, the owner shall provide each tenant and the Mayor written notice (“Notice of Transfer”) of the transfer of an interest in a housing accommodation or of any ownership interest in a corporation, partnership, limited liability company, association, trust, or other entity which owns a housing accommodation.
(B) Notwithstanding any other provision in this chapter, an owner shall not be required to file a Notice of Transfer for a transfer exempt under subsection (c)(2)(A), (D), (E), (F), (I), (J), (K), (L), (M), or (N) of this section; provided, that a notice of the transfer shall be filed with the Mayor in a form prescribed by the Mayor.
(C) Notwithstanding any other provision in this chapter, an owner shall not be required to a Notice of Transfer for a transfer exempt under subsection(c)(2)(C) of this section.
(2) The Notice of Transfer shall be sent by registered or certified mail, return receipt requested, by commercial overnight delivery service that maintains proof of delivery, or by personal service, at least 90 days prior to the proposed date of transfer. Notice to tenants shall be sent to their address at the housing accommodation unless a tenant has supplied in writing to the owner a different address for notice.
(3)(A) The Notice of Transfer shall be substantially in the form prescribed by the Mayor and shall provide at a minimum:
(i) A statement of the rights of the tenant or the tenant organization under this chapter;
(ii) An accurate description of the transfer containing all material facts, including whether the transfer will result in any changes in management, current rents, or any applicable affordability requirements for the housing accommodation;
(iii) The date of the proposed transfer; and
(iv) The reason, if any, why the owner asserts the transfer may not constitute a sale.
(B) In addition to any other requirements for the form of the Notice of Transfer prescribed pursuant to subparagraph (A) of this paragraph, a Notice of Transfer for a housing accommodation to be transferred for the purposes of receiving tax benefits pursuant to section 42 of the United States Internal Revenue Code of 1986, approved October 22, 1986 (100 Stat. 2189; 26 U.S.C. § 42), or a comparable District program, shall include a description of the applicable federal or District subsidy, and a description of the steps in the transaction employed by the developer to avail itself of the subsidy.
(4) The owner’s failure to provide the Notice of Transfer, or the provision of a notice that is fraudulent or contains material misrepresentations or material omissions, shall create a rebuttable presumption that the transfer constitutes a sale for purposes of subchapters IV and V of this chapter.
(5)(A) An aggrieved tenant or tenant organization duly organized under § 42-3404.11 and meeting pursuant to its bylaws, whichever shall be applicable, may, within 45 days of the Mayor’s receipt of the Notice of Transfer, file a notice indicating an intent to file a petition for relief pursuant to § 42-3405.03 or § 42-3405.03a.
(B) A Notice of Intent to File Petition shall be delivered by registered or certified mail, return receipt requested, by commercial overnight delivery service that maintains proof of delivery, or by personal service to the Mayor and simultaneously to the owner. The owner’s address shall be that set forth in the Notice of Transfer.
(C) Failure of an aggrieved tenant or tenant organization to file timely the Notice of Intent to File Petition shall preclude the tenant or tenant organization from asserting any rights under subchapters IV and V of this chapter relating to the transfer identified in the Notice of Transfer.
(6) Within 30 days of the receipt by the Mayor of the Notice of Intent to File, a tenant or tenant organization shall have 30 days to file a petition for relief under § 42-3405.03 or § 42-3405.03a. A copy of the petition shall be delivered to owner by registered or certified mail, return receipt requested, or by personal service. Failure of a tenant or tenant organization to file timely the petition for relief shall preclude the tenant or tenant organization from asserting any rights under subchapters IV and V of this chapter relating to the transfer identified in the Notice of Transfer.
(7)(A) Notwithstanding the time requirements for notice in subsection (e)(5)(A) of this section, an aggrieved tenant or tenants, whichever shall be applicable, may, within 30 days of the Mayor’s receipt of the notice of transfer of an accommodation pursuant to an exemption in subsection (b)(3) of this section (“Notice of Transfer Pursuant to an Exemption”), file a Notice of Intent to File Petition.
(B)(i) Failure of a tenant or tenants, pursuant to paragraph (7)(A) of this subsection, or a tenant or tenant organization pursuant to paragraph (7)(B) of this subsection, to file timely the Notice of Intent to File Petition shall preclude the tenant or tenant organization from asserting any rights under subchapters IV and V of this chapter relating to the transfer identified in the Notice of Transfer Pursuant to an Exemption of an accommodation pursuant to an exemption.
(ii) A tenant or tenant organization shall be precluded from asserting any rights under subchapters IV and V of this chapter for a transfer exempt under subsection(c)(2)(C) of this section.
(C) Any change in the transfer agreement that would invalidate a claim of exemption shall be reported in writing to the Mayor and proper notice shall be provided to the tenant or tenant organization.
(8) For the purposes of providing notice under this subsection, the term “tenant” shall mean the person or persons who, under the terms of the lease or any amendment or consent executed pursuant thereto, are entitled to occupy the rental unit.
(9)(A) Upon 5 days of request by any person, the Mayor shall provide:
(i) Written certifications, including date of receipt or non-receipt, of any notices received under subchapters IV and V of this chapter; and
(ii) Copies of the notices.
(B) The certifications may be recorded among the records of the Recorder of Deeds and shall be exempt from filing fees.
(10) Notice of Transfer, Notice of Transfer Pursuant to an Exemption, Notice of Intent to File, and the petition for relief pursuant to § 42-3405.03 or § 42-3405.03a shall be referred to as “Time Certain Notices”.
(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, 67 DCR 13249.)
Prior Codifications
1981 Ed., § 45-1631.
Section References
This section is referenced in § 42-2851.04, § 42-3404.05, and § 42-3404.12.
Effect of Amendments
D.C. Law 15-176, in subsec. (c), substituted “spouse, or domestic partner as defined in § 32-701(3),” for “spouse”.
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 16-191, in subsecs. (b), (c)(3), and (d)(5)(A), validated previously made technical corrections.
D.C. Law 17-40, in subsec. (c)(2), added subpar. (H-i).
D.C. Law 17-231, in subsec. (c)(2)(B), substituted “spouses” for “husband and wife”.
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).
The 2016 amendment by D.C. Law 21-63 rewrote (a); and added (a-1) and (a-2).
Expiration of Law
Expiration of Law 17-40
Section 3 of D.C. Law 17-40 provided that the act shall expire on October 18, 2017.
Emergency Legislation
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).
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 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 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 (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 (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 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) 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(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) 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 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 Congressional Review Emergency Amendment Act of 2015 (D.C. Act 21-151, Aug. 11, 2015, 62 DCR 11441).
Temporary Legislation
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).
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 the Tenant Opportunity to Purchase Temporary Amendment Act of 2014 (D.C. Law 20-166, February 26, 2015, 61 DCR 11101).
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(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) 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).
Editor's Notes
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.
Reenactment of Law 3-86: See Historical and Statutory Notes following § 45-1601.
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:
“(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:
“(1) a surviving spouse of the decedent, lineal descendants of the decedent, or spouses of lineal descendants of the decedent,
“(2) a trust for the primary benefit of the persons referred to in clause (1), and
“(3) a partnership, corporation, or other entity controlled by the individuals referred to in clauses (1) and (2).
“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.
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.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.