By Gren · September 18, 2026
Before you spend a dollar on a Washington, D.C. deal, find out whether anybody lives in the house.
That one question moves more D.C. files than any licensing argument does. The Tenant Opportunity to Purchase Act — D.C. Code § 42-3404.01 et seq., which everyone here just calls TOPA — requires the owner to give tenants the offer of sale before a housing accommodation is sold. It runs on statutory offer and response periods, and those periods can add months to a closing timeline.
Months. Not days.
So a D.C. contract with a 30-day close on a tenant-occupied property is not a deal. It is a promise you have already broken. Missing TOPA paperwork on occupied property is a hard stop, not a title-company cleanup item.
The District has no wholesaling statute at all
Set TOPA aside for a moment and the rest of D.C. is quiet. There is no wholesaling statute. No prescribed disclosure form, no cancellation window for the seller, no registration to file, no deal-count threshold. No D.C. Council wholesaling bill turned up for 2024 through 2026.
What you have instead is ordinary license law, and a licensing exemption that does not quite fit what wholesalers do.
D.C. Code § 47-2853.161 defines a real estate broker as any person who, for a fee, commission or other valuable consideration, lists for sale, sells, exchanges, purchases, rents or leases real property. Read that list slowly. "Lists for sale" and "for a fee" are both in there, and both describe what a lot of assignment marketing looks like from the outside.
The owner exemption has a hole, and assignors are standing in it
D.C. Code § 47-2853.181 sets out the exemptions. The relevant one covers an individual owner or lessor acting in the regular course of, or incident to, managing real estate and investments owned by that individual.
Owned. By that individual.
There is no express exemption in § 47-2853.181 for contract purchasers or for assignors. A wholesaler holding an equitable interest under a purchase contract is not clearly an "owner" in the sense that section uses. Maybe a D.C. lawyer argues it and wins. Maybe not. But you do not want the viability of your fee to depend on a question nobody in the District has answered in writing.
The practical effect: in D.C., a double close is the more defensible structure. When you take title first, you are an owner, and the exemption is describing you rather than something adjacent to you.
One adjacent point worth having in your head. D.C. Code § 42-1703 covers licensee duties in brokerage relationships and says that payment of compensation alone does not create a brokerage relationship. That cuts your way a little. Getting paid is not by itself the problem. Listing and selling property for a fee is.
Where the risk actually lives: your marketing
If you want a rule of thumb for the District, use this one. The red flag is an assignor who lists the property or collects a fee for finding a buyer. That person looks like a broker under § 47-2853.161, and they do not have a clean exemption under § 47-2853.181 to point at.
So market the contract, and say so out loud. State that you are not the owner. Describe what you are selling as an equitable interest under a purchase agreement, because that is what it is. Advertising the property itself, for a fee, is the behaviour the broker definition is built around.
Volume raises the temperature. One assignment a year by someone who genuinely intended to close is a different picture from a steady stream of property ads run by an unlicensed person. There is no number in the statute. There does not need to be one.
Two structures reduce the exposure: use a D.C.-licensed broker for dispositions, or double close and market as the owner of record.
The double close has a price tag, and it is not small
Take title and you owe D.C. deed recordation and transfer tax. Take title and resell, and you owe them on each conveyance. Two closings, two sets of transfer costs.
We are not going to print rate numbers. We could not confirm the current D.C. recordation and transfer tax rates, and a stale rate in a spreadsheet is worse than no rate at all. Get them from your title company for the specific property, and get them before you sign, because on a thin D.C. spread the second set of transfer costs is the whole margin.
Paper it like this
Nothing below is required by statute. D.C. does not prescribe any of it. This is our own drafting, and it is what we would want to see in a file if a regulator ever asked what you told people.
Model clause (seller, our drafting — not statutory): Buyer is a principal purchaser, not Seller's real estate broker or agent, and may assign this Contract or resell the Property for a profit. Seller is advised to seek independent legal counsel and a valuation before signing.
That clause does two jobs. It gets the assignment and the profit in front of the seller in writing, and it says plainly that you are not acting for them, which is the distinction § 47-2853.161 turns on.
Then the one that actually saves deals:
Model clause (TOPA, our drafting — not statutory): Seller represents whether the Property is occupied by tenants and will deliver all notices and documents required under the Rental Housing Conversion and Sale Act (TOPA), or evidence of an exemption, before closing.
Put that in every D.C. purchase contract, occupied or not. A seller who says "it's vacant" on the phone and is wrong has cost you nothing if the representation is in the contract. A seller who is wrong and never wrote it down has cost you the deal.
On the disposition side, disclose your fee to the end buyer. Not because a statute says to, but because an undisclosed fee is the fact that makes an otherwise ordinary assignment look like something else.
What most summaries get wrong about the District
Mostly, they skip it. One widely circulated 50-state tracker leaves D.C. out entirely, and another reference page we checked simply does not exist any more. That is the actual state of the published guidance: not wrong so much as absent.
The gap matters because people fill it by analogy. They read a Maryland or Virginia summary, notice D.C. sits between them, and assume the rules travel. They do not. Neither of those states has TOPA, and neither has D.C.'s particular licensing exemption wording.
Here is what we could not confirm, stated plainly, because guessing would be worse:
- The penalty for unlicensed brokerage. We could not locate the penalty provision in D.C. Code Title 47. Treat the amount as unverified. Treat the exposure as real anyway.
- TOPA's details. Section numbers, exemptions and response periods are not confirmed. In particular, we could not confirm how single-family homes are treated. That is a significant open question for wholesalers, since single-family is most of the business. Confirm it per property with counsel.
- Transfer and recordation tax rates. Not confirmed, as above.
- Regulatory guidance. We found no D.C. Real Estate Commission guidance addressing wholesaling. If it exists, it is not where we looked.
Anyone telling you the District is fully mapped is telling you something we could not verify.
The short version
No wholesaling statute, no disclosure mandate, no cancellation right, no registration. The licensing exemption in § 47-2853.181 covers owners and lessors, and a bare assignor is not obviously either, so double closing is the safer structure and a licensed broker on dispositions is the safer marketing. Market the contract, never the property. And before any of that, ask whether tenants live there, because TOPA sets the calendar and TOPA does not negotiate.
Budget the second set of transfer costs before you commit to the double close. Run the deal with the free MAO calculator with both closings priced in, and if it only works with one, it does not work.
Cut the noise. Catch the signal.
— Gren
This is general information about District of Columbia law as of September 2026, not legal advice. Statutes change and facts differ. Before you rely on any of it for a specific deal, talk to a District of Columbia real estate attorney. Citations: D.C. Code § 47-2853.161; D.C. Code § 47-2853.181; D.C. Code § 42-1703; D.C. Code § 42-3404.01 et seq. (TOPA).