1 Published May 7, 2025
Tenant / Community Opportunity to
Purchase Act
An Opportunity to Purchase Act (OPA) gives tenants,
community organizations and/or local governments the
first right to purchase a property if it is being sold or foreclosed upon. The law does not reduce the property’s sale price but does require notification and a defined time frame for a local group to make a purchase offer. These laws are sometimes focused on ensuring opportunities for community organizations to make a purchase offer (called a Community Opportunity to Purchase Act, or COPA) and/
or focused on ensuring opportunities for the tenants
themselves to organize and make a purchase offer (a
Tenant Opportunity to Purchase Act, or TOPA).
Program Design, Implementation and
Evaluation Considerations
Elements of the Program
• Define eligible properties
• Define who is eligible to exercise Right of First Offer/ Refusal
• Define how to exercise the Right of First Offer/Refusal • Establish clear timelines and processes for notification and acquisition
• Define affordability requirements
• Outline enforcement mechanisms
Program Design Considerations
Jurisdictions may want to consider the following:
ELIGIBLE PURCHASER: Deciding if tenants, community
organizations or both are eligible to purchase a building.
ELIGIBLE PROPERTIES: Determining the sizes and types
of properties that will be subject to an OPA process based on the range of properties that comprise the local rental housing stock and are at risk of being lost. For example, some jurisdictions exempt single family homes or properties with less than 10 or 15 units as the ongoing management of small- scale projects can be inefficient or cost prohibitive.
At-A-Glance
POTENTIAL FUNDING
SOURCES
• HOME Investment
Partnerships Program
• General Fund
COST
Program design and
administration costs are
generally low, but cost can
increase considerably if the
program provides direct
funding for acquisitions.
ADMINISTRATIVE BURDEN
Medium
Staff capacity needed for
program design and leading
public and legislative
processes, as well as ongoing
monitoring and enforcement.
EXTRA CONSIDERATIONS
Politically sensitive
WHICH P?
Preservation
POTENTIAL PARTNERS
• Legal Aid Groups
• Tenant Advocacy
Organizations
• Community-Based
Organizations
• Affordable housing
developers
• Community land trusts
OPTION FOR TOC POLICY
COMPLIANCE?
Yes!
TENANT / COMMUNITY OPPORTUNITY TO PURCHASE ACT 2
RIGHT OF FIRST OFFER AND/OR RIGHT OF
FIRST REFUSAL: Determining if the policy
includes a right of first offer (also called a right
of first purchase), a right of first refusal or
both. Organizations with a right of first offer
must be given notice of the sale opportunity
before the rest of the market. Organizations
with a right of first refusal must be given the
opportunity to match any market offer.
SECOND RIGHT OF REFUSAL: Providing tenants
who choose to forgo their TOPA rights with the
opportunity to assign their rights to a qualified
affordable housing provider, community land
trust or other nonprofit organization.
CLEAR TIMELINES AND PROCESSES FOR NOTICE
AND ACQUISITION: Determining appropriate
timelines and process requirements for
1) advance notice of sale (the notice that
landlords provide before putting the property
on the market), 2) registration of interest (the
period during which tenants or preservation
buyers state or register their interest in
purchasing the property), 3) negotiation, 4)
securing financing and 5) closing.
PRESERVING AFFORDABILITY: Ensuring that
TOPA/COPA purchasers commit to maintaining
permanent affordability and outlining the terms
of that affordability.
FUNDING: Providing local funding to support
acquisition and rehabilitation of properties to
facilitate TOPA/COPA purchases and contribute
to maintaining long-term affordability. Buyers
need access to pre-development financing,
acquisition loans, rehabilitation or construction
loans and permanent financing. Without funding
for acquisition, notifications about pending
property sales are more difficult to act on.
QUALIFIED ORGANIZATIONS: Developing
and maintaining a list of vetted, qualified
organizations who receive notifications
and are authorized to make offers. These
organizations—which can include community
land trusts, affordable housing developers and
similar groups—can also be assigned purchasing
rights by tenants under a TOPA policy. In
determining which organizations are qualified,
jurisdictions may consider organization capacity
and expertise to execute a purchase and
successfully manage a property.
CAPACITY BUILDING: Investing in technical
assistance and capacity building to help support
new organizations interested in participating in
COPA programs. This prepares them to qualify
for funding and to compete with investors
for acquisitions. It can also prepare them
to convert unsubsidized units to permanent
affordability.
NOTICE OF INTENT TO SELL: Defining a
notification process to outline when and how an
owner of a TOPA/COPA eligible rental property
intends to sell. The notice of intent to sell
starts all the timelines for TOPA/COPA. Some
jurisdictions require an owner to file a notice
with the jurisdiction, with existing tenants
and with the established list of qualified
organizations identified by the jurisdiction
SETTING TIMELINES: Determining a realistic
timeline that balances the time needed for
tenants to organize and secure financing with
the potential burden that the delayed sale puts
on property owners. The allocated time for
each step of the process can have significant
impacts on efficacy and outcomes. Advance
work with tenants to form tenant associations
and educate tenants about different ownership
models can help position them to act when
opportunities arise. Some jurisdictions establish
different timelines for projects based on size
or costs, allowing longer time periods for
potentially more complex transactions. First,
tenants and qualified purchasers have a limited
amount of time to submit a statement of
interest. Next, potential buyers have a limited
amount of time to make an offer. For most
project types, 90 to 120 days is a typical offer
period. If no response is submitted at any step
of the process, the OPA process concludes and
the seller can pursue sale on the open market.
TENANT / COMMUNITY OPPORTUNITY TO PURCHASE ACT 3
PROCESS DESIGN: Designing a process that is
realistic and does not unnecessarily slow sales
transactions. While sellers should theoretically
be able to get market price for their property
sale, there are concerns about how the OPA
process could slow down the sales process and
impact the property’s value.
INCENTIVES FOR PROPERTY OWNERS:
Providing incentives for property owners to
accept an initial offer from tenants or qualified
organizations during the OPA process. For
example, some jurisdictions offer the property
owner a refund of the jurisdiction’s portion of
the Real Property Transfer Tax.
Program Implementation,
Administration and Enforcement
OPA programs are generally implemented
via local ordinance. Partnering with tenant
associations, realtor organizations and property
owner organizations to educate the community
is important, both in advance of adoption
and afterward. Once implemented, robust
education and outreach to inform realtors
and sellers of their rights and responsibilities
under the ordinance are critical to encourage
compliance and strengthen enforcement. In
the case of TOPA in particular, jurisdictions
can invest in education and awareness so that
residents of eligible properties understand their
rights, resources and opportunities to negotiate
future rental agreements or purchase of their
home.
Jurisdictions can identify an enforcement
mechanism and remedies if eligible properties
fail to comply. The jurisdiction should have
clear enforcement authority and the tenants
should have an avenue to enforce their rights.
The policy can also give tenants a legal
recourse outside of the municipality.
TOC Policy Requirements: To comply with
TOC policy, the ordinance must establish the
legal right of first refusal that gives tenants
and/or nonprofits the first right to purchase
a covered property. The ordinance must
establish timelines for notice of sale, offer
period, time to close, and time to counter-
offer under TOPA/COPA. The TOPA/COPA
ordinance must also define eligible and
exempt properties.
Program Evaluation
In evaluating TOPA/COPA programs, jurisdictions
can analyze how many properties were acquired
through the program and how informed tenants
and/or local community organizations are of
their rights in regards to property acquisition.
Complementary Policies
FUNDING TO PRESERVE UNSUBSIDIZED
HOUSING: OPA programs are most effective
when paired with a local funding source for
acquisition and preservation.
PUBLIC/COMMUNITY LAND TRUSTS:
Community land trust models can be
an effective model for ownership and
management of properties acquired through
an OPA process.
TENANT / COMMUNITY OPPORTUNITY TO PURCHASE ACT 4
Other Resources
EXAMPLES*
City and County of San Francisco - Community Opportunity to Purchase Act
OTHER RESOURCES
Public Advocates - Leveraging the Housing Element to Advance Tenant & Community Opportunity to Purchase Policies
Coalition for Nonprofit Housing and Economic Development and LISC Twin Cities - Opportunity to Purchase Policy Options for the City of Minneapolis
Local Initiatives Support Corporation - Tenant & Community Opportunity to Purchase Policies PolicyLink - Tenant / Community Opportunity to Purchase Metropolitan Transportation Commission - Preservation Policy 2: Tenant/Community Opportunity to Purchase Act
*Note that examples have not been vetted for full TOC Compliance.
This document is intended to provide general information and does not constitute legal advice.
Additional facts, facts specific to a particular situation, or future developments may affect the subjects discussed in this document. Seek the advice of your jurisdiction’s legal counsel before acting or relying upon this information. For specific questions regarding TOC compliance, please reach out to [email protected].