ORS § 456 § 456.819
Right of first refusal; matching offer.
Operative Text
(1) Before selling a participating property that is subject to a recorded notice of right of first refusal under ORS 456.814 (3) to a third party other than a qualified purchaser, a property owner shall send notice of the owner’s intent to accept a purchase offer by registered or certified mail, with return receipt requested, to each party acknowledging under ORS 456.814 (3)(f) a notice of right of first refusal under ORS 456.814. The notice delivered under this subsection must contain a copy of the third-party offer or the terms and conditions of the offer to purchase that the owner intends to accept. (2) A qualified purchaser shall have 45 days from the date the notice is mailed to exercise a right of first refusal by delivering a matching offer to purchase the property by certified mail. The matching offer must contain a commitment from the qualified purchaser to preserve the property as affordable on terms determined by the Housing and Community Services Department. The property owner shall accept the first matching offer the property owner receives from a qualified purchaser under this section. (3) A qualified purchaser’s offer is a matching offer if it is on the same terms and conditions as the third party’s offer to purchase, except that a qualified purchaser’s offer is considered a matching offer notwithstanding a conflicting term that includes: (a) An earnest money deposit that is no less than the least of the third-party offer, two percent of the sales price or $250,000. (b) That the earnest money deposit is refundable until the earlier of 90 days or the date of closing. (c) That closing shall be scheduled at least 240 days after execution of the purchase agreement. (d) Any nonmaterial term. (e) Any other term that the property owner has agreed to waive. (f) A commitment to maintain the affordability of the property required under subsection (2) of this section. (4) Subsection (1) of this section does not apply if: (a) More than 36 months have elapsed since the termination date; (b) The property owner accepted a third party’s offer to purchase the participating property before January 1, 2020, and has provided documentation of the purchase agreement to the department; (c) The third-party offeror agrees to affordability restrictions on the participating property, as determined by the department, to ensure that the participating property remains publicly supported housing; or (d) Any additional situations as determined by the department by rule.
ORS § 456.819 establishes a right of first refusal that gives qualified purchasers—typically affordable housing organizations or public entities—the opportunity to match a third-party offer before a participating property can be sold to that outside buyer. Before accepting such an offer, the property owner must send formal written notice (by registered or certified mail with return receipt) that includes the full terms of the third-party offer. A qualified purchaser then has 45 days to submit a matching offer, which must include a commitment to preserve the property as affordable housing under terms set by the Oregon Housing and Community Services Department, and the owner must accept the first valid matching offer received.
Plain English — not legal advice.
Under ORS § 456.819, property owners with a recorded notice of right of first refusal on a participating property are generally expected to send proper written notice—by registered or certified mail with return receipt—to all acknowledged parties before accepting any third-party purchase offer. Compliant operators typically include the full terms or a copy of the third-party offer in that notice and then wait out the 45-day window before proceeding with a sale to a non-qualified buyer. Certain exemptions apply under subsection (4), such as when more than 36 months have passed since the termination date or when the third-party buyer agrees to affordability restrictions, so operators generally document which exemption applies when they believe the notice requirement does not govern a particular transaction.
General guidance for property managers — not legal advice for your specific situation. Consult an attorney for advice on your case.
ORS § 456.819 is designed to protect the long-term affordability of participating properties by giving qualified purchasers a structured opportunity to step in and buy the property before it is sold to a private third party. Tenants living in such properties may have an interest in whether a qualified purchaser exercises this right, since a successful matching offer must include a commitment to preserve the property as affordable housing under terms set by the Oregon Housing and Community Services Department. Tenants who believe a property owner has failed to follow the notice or matching-offer procedures of ORS § 456.819 may wish to contact the Oregon Housing and Community Services Department or a local tenant-rights organization to understand what options may be available.
General guidance for tenants — not legal advice for your specific situation. Consult a tenant-rights organization or attorney for advice on your case.
Generated October 7, 2026 — auto-generated, not yet human-reviewed. See /transparency for methodology.
Effective Timeline
References Out
Rules and statutes cited by this regulation
References In
No inbound references recorded yet for this provision.