(a) For the purposes of this subchapter and subchapter V of this chapter , the terms "sell" or "sale" shall include:
(1) The execution of any agreement pursuant to which the owner of the housing accommodation agrees to some, but not all, of the following:
(A) Relinquishes possession of the property;
(B) 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;
(C) Assigns all rights and interests in all contracts that relate to the property;
(D) 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;
(E) 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
(F) 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;
(2) A master lease which meets some, but not all, of the factors described in paragraph (1) of this subsection or which is similar in effect; and
(3) The transfer of an ownership interest in a corporation, partnership, limited liability company, association, trust entity formed under Chapter 12 of Title 29 , or a similar statutory provision of another jurisdiction, or other entity which owns an accommodation as its sole or principal asset, which, in effect, results in the transfer of the majority of the ownership interests in the accommodation pursuant to paragraph (1) of this section. For the purposes of this paragraph, the term:
(A) "Principal asset" means the value of the accommodation relative to the entity's other holdings; and
(B) "Majority of the ownership interests" means the ownership interests associated with the majority of the value of the capital, profits, and losses of the entity in which the interests are being transferred.
(b) For the purposes of this subchapter and subchapter V of this chapter , and notwithstanding anything to the contrary herein, the term "sell" or "sale" shall not include
(A) A transfer, even though for consideration, by a decedent's estate to members of the decedent's family, heir, or a legatee.
(B) For purposes of this paragraph, the term "members of the decedent's family" means:
(i) The decedent's surviving spouse or domestic partner as defined in § 32-701(3) , 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-subparagraph (i) of this subparagraph;
(iii) A partnership, corporation, or other entity controlled by the individuals referred to in sub-subparagraphs (i) and (ii) of this subparagraph; and
(iv) Heir as defined in § 20-101(c) ;
(2) 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) ;
(3) 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;
(4) A transfer of ownership interests or series of transfers of ownership interests between or among existing owners of a housing accommodation, or within an entity that directly or indirectly owns the housing accommodation, that reallocates ownership interests but does not result in the admission of a new, unrelated third-party owner; provided, that a Notice of Transfer is sent to tenants for this exemption pursuant to § 42-3404.03a ;
(5) A tax sale or transfer pursuant to a tax foreclosure;
(6) A bankruptcy sale;
(7) 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;
(8) 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 ; provided, that a Notice of Transfer is sent to tenants for this exemption pursuant to § 42-3404.03a ;
(9) The transfer of ownership interests in a corporation, partnership, limited liability company, association, statutory trust entity formed under Chapter 12 of Title 29 , or a similar provision of another jurisdiction, or other entity that owns a housing accommodation; provided, that the sole purpose of the transfer is to admit one or more limited partners or investor members who individually or combined, if more than one, will have a minority interest in the entity and who, at the time of settlement, each make a capital contribution that has a value equivalent to the percentage interest of the fair market value of the entity or the housing accommodation that the investor is acquiring, or allow for the exit of one or more partners and members, and the new investor shall be prohibited from acquiring any additional interest in the entity within 12 months after the new investor's initial admission; provided further, that a Notice of Transfer is sent to tenants for this exemption pursuant to § 42-3404.03a , and:
(A) Any new limited partners or investors will receive, and any exiting limited partner or investor members received, tax benefits pursuant to 26 U.S.C. § 42, or a comparable District program; or
(B) Before and after the transfer, the entity is controlled, directly or indirectly, by the same person or entity;
(10) A transfer of title to the housing accommodation to an entity under § 29-204.06 ;
(11) 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) ;
(12) 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 ;
(13) 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) ;
(14) A transfer pursuant to a court order or court-approved settlement;
(15) A transfer by eminent domain or under threat of eminent domain;
(16) A transfer of interest in an entity that owns a housing accommodation or a transfer of title to a housing accommodation, if:
(A) The credit period, as defined in 26 U.S.C. § 42, for the housing accommodation has ended;
(B) Immediately prior to the transfer, the housing accommodation is subject to:
(i) An extended low-income housing commitment, as that term is defined in 26 U.S.C. § 42(h)(6)(B); 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 26 U.S.C. § 42;
(C) Before and after the transfer, the owner of the housing accommodation is controlled, directly or indirectly, by the same person or entity;
(D) Immediately following the transfer, the housing accommodation is for a term of not less than 10 years 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 26 U.S.C. § 42; and
(E) A Notice of Transfer is sent to tenants for this exemption pursuant to § 42-3404.03a ;
(17) 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 26 U.S.C. § 42, 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; provided further, that a Notice of Transfer is sent to tenants for this exemption pursuant to § 42-3404.03a ;
(18) A sale or other transfer of interest in a property owned by the District of Columbia Housing Authority;
(19) A sale or other transfer of interest in a property owned by and licensed as a hospital, convent, monastery, skilled nursing home, memory care home, assisted living home, senior personal care independent living home, extended care facility, or convalescent or rehabilitation home, or in a dormitory owned or leased by an educational institution; or
(20) A sale or other transfer of interest in a new building that has completed construction, as evidenced by a permanent certificate of occupancy for a new multifamily building, within the 15 years before the date of sale; provided, that a Notice of Transfer is sent to tenants for this exemption pursuant to § 42-3404.03a .
(c) The burden of proof to establish that a property or transfer is exempt from the requirements of this subchapter and subchapter V of this chapter shall be on the owner.
(1) Before an individual enters into a lease for a rental unit located in a housing accommodation that is not subject to the tenant opportunity to purchase based on subsection (b)(20) of this section, the owner of the housing accommodation shall provide written notice to the individual regarding such exemption.
(2) The owner of each housing accommodation that becomes subject to subsection (b)(20) of this section on [December 31, 2025], shall provide written notice within 90 days after such date to all tenants of the housing accommodation regarding the change in applicability of law.
(3) Failure of the owner of a housing accommodation to provide proper notice under this subsection shall not affect the validity of the exemption from the tenant opportunity to purchase applicable to the housing accommodation.