TOPA 194th Session Passes in House and Senate; Sent to Conference for Further Study

By Kimberly Rau, MassLandlords, Inc.

Over the summer, both the House and Senate passed versions of the Tenant Opportunity to Purchase Act (TOPA), legislation that would give renters right of first refusal if their multifamily building went up for sale. It is now in conference committee, where it can be adopted, changed or dismissed entirely.

Versions of the Tenant Opportunity to Purchase Act passed in both the House and Senate. Now TOPA heads to conference committee for further discussion. (Image License: Khay Edwards for Unsplash)

MassLandlords opposes TOPA in all forms. It is touted as a way to help renters remain housed. In reality, TOPA does not help renters. It delays property sales, and benefits nonprofit community development corporations (CDCs), who have been the primary advocates for TOPA. The CDCs should not need extra benefit.

One single CDC, the Jamaica Plain Neighborhood Development Corporation, already has $60 million in assets and lists half a dozen officers with six-figure salaries, one of whom does not even work a 40-hour week. The Massachusetts Association of Community Development Corporations, a habitually noncompliant, under-reporter of TOPA lobbying activity, lists more than a hundred CDCs as members.

Looking to sell your building quickly? Not with TOPA, which adds on extra time every step of the way. (Image License: CC BY-SA 4.0 MassLandlords, Inc.)

How TOPA Works

TOPA was first introduced in 1980 in Washington, D.C. Under TOPA, when the owner of a multifamily decides to sell their building, their tenants have the option to purchase it first. The renters can form a coalition and either buy the building themselves at market rate or transfer their rights to a nonprofit development corporation or local housing group, who can then purchase the building on their behalf.

The seller is not obligated to accept an offer below market rate, but if they receive an offer from an outside party they are required to let the tenant group know about it and give them an opportunity to match it.

This creates delays in the sale process. Even established CDCs often struggle to meet market timelines to close because financing comes from so many different grants and programs. Thus, TOPA delays should be viewed as a way for special interest groups to delay the market sale process. In some cases, it could be seen as corruption.

Our TOPA policy page offers a more in-depth look at the issues surrounding tenant right of first refusal. We also address some key problems at the end of this article. First, we’ll look at the variations between the House and Senate versions of the bill, both of which were included as part of a broader economic development bill.

House Version: Statewide Local Options

The House version of TOPA was one of nearly 700 amendments initially included in its economic development bill, H.5562. It looks similar to legislation proposed in the past. If this version gets through conference committee, it would allow cities and towns the option to adopt TOPA for their municipality. It would not be a statewide mandate.

The House version states renters can form a union in order to purchase the building, but specifically prohibits landlords from having anything to do with forming the union.

In addition to the core problems with TOPA, the additional problem here is that barring landlords from participating adds time to the sale process. In a building with no existing tenants’ union, the landlord must allow time for the renters to organize, and then begin the process of approvals and offers.

H.5562 would require landlords to notify tenants of their intent to sell within seven days. Renters would then have 15 days to submit an offer. If the tenant association does not act, the landlord is free to entertain third-party offers.

If the landlord receives such an offer, they have seven days to notify the renters. At that point the tenant association (or the group they designated their rights to) would need to respond with their own offer within 15 days, though the legislation does have verbiage that would appear to allow up to 30 days in some circumstances.

If the tenants’ offer is accepted, they have 160 days to perform all due diligence, secure financing and close on the property.

It should be noted here that a typical market close is 30 days. Consider the case of a landlord selling out for health reasons. There would be, factoring in the delays above, more than half a year of forced service as rental housing provider before the landlord could exit.

If the offer is rejected and the initial third party is no longer interested, repeat these steps until the building is sold. The delays can go on without end.

There are exemptions. Among them, this version of TOPA would not apply to landlords who own six or fewer rental units in the participating municipality.

Senate Version: Five-Year Pilot in Five Communities

The Senate’s version of TOPA, sponsored by Sen. Pat Jehlen, who is retiring at the end of this session, calls for a five-year pilot of the program in five communities. Those communities have not been publicly announced yet. It was part of S.3178, the Senate’s economic development bill. It is similar to the House’s version.

If this version is approved by the committee, the Executive Office of Housing and Livable Communities (EHOLC) would be responsible for writing regulations to govern the pilot program. Though some proponents of TOPA are calling the measure revenue neutral, involving a government body to create and set regulations is not free by any means. There may not be a specific line item in the state budget for “TOPA,” but EOHLC employees are not going to work for free.

In a Facebook reel, co-sponsor Sen. Lydia Edwards said, “We can finally look to our own cities and not [Washington] D.C. to see if TOPA is right for us in Massachusetts.”

TOPA Opens Door to Corruption

Speaking of Washington, D.C., TOPA supporters frequently talk about the benefits of allowing renters the right to purchase the property they’ve been living in, but often gloss over the part of TOPA that also allows tenants to transfer that purchase power to a local housing party, community development corporation or other similar organization.

The Massachusetts bill prohibits tenants from transferring their rights in exchange for compensation, which at face value would prevent corruption and/or extortion. However, it would be naïve to think that a shadow economy for under the table deals wouldn’t crop up almost immediately.

In the nation’s capital, such selling is not prohibited, and there’s ample evidence that tenants are more likely to sell their purchase right to corporations instead of buying the building themselves. The problem was apparently egregious enough for lawmakers to pass the Rebalancing Expectations for Neighbors, Tenants and Landlords (RENTAL) Act in September 2025, which includes a 45-day “cooling off” period when tenants cannot reassign their right to purchase.

That means even more time before the landlord could sell their property, unless the tenants’ association was able to buy it directly.

MassLandlords has opposed TOPA in every legislative session where it has been proposed, and we continue to do so as this bill moves through conference committee.