Not legal advice. This is a plain-language reading of Ohio Revised Code sections 5301.95, 4735.01, 4735.02, 4735.18, 4735.99 and 1345.09 as published at codes.ohio.gov and read on October 27, 2026. Have an Ohio real estate attorney review your contracts, disclosure form and marketing before you use them.
Does Ohio have a wholesaling law?
Yes. Ohio added a wholesaler statute at R.C. 5301.95, which the legislature enacted through Senate Bill 155 of the 136th General Assembly with an effective date of March 2, 2026. That puts Ohio alongside Missouri, Oklahoma and Tennessee, which also regulate the practice by name instead of leaving it to general license law.
The statute covers residential real property, meaning land improved by a building with one to four dwelling units. A "wholesaler" is a person or entity that, for a fee or the expectation of one, signs a purchase contract and then assigns or novates it. That can happen two ways: as the grantee who buys under contract and passes the contract to someone else, or as the grantor who contracts to sell without holding legal title and assigns that contract. Two groups are carved out: an individual who assigns to a blood relative, and a person who assigns to a parent, affiliate, subsidiary or affiliated group under common control. For the mechanics of the deal itself, see contract assignment explained and how wholesaling works.
What must an Ohio wholesaler disclose to the seller?
Before entering a binding contract that transfers an interest in residential property, a wholesaler acting as grantee, or the wholesaler's representative, must hand the record owner a conspicuous written statement. It has to be separate from the purchase contract, printed in boldface type, and set in a font of at least twelve points. R.C. 5301.95(B)(2) bars the wholesaler from entering the binding contract until both the wholesaler and the record owner have signed and dated it.
The statute prescribes the wording "in substantially the following form," so use the text from the code, not a paraphrase. The statement tells the owner, among other things, that:
- the person presenting it is a wholesaler as defined in section 5301.95, and the owner is entitled to seek legal or professional advice first;
- the wholesaler acts on their own behalf and does not represent the owner;
- the wholesaler may assign their interest in the purchase contract to a third party without the owner's consent before closing;
- the wholesaler may charge the third-party buyer a separate fee for profit; and
- the agreed price may be below market value and is conveyed voluntarily.
Note that the written duty falls on the wholesaler acting as grantee. The text I read does not prescribe a separate disclosure for the end buyer.
What happens if a wholesaler skips the disclosure?
The owner gets a way out. Under R.C. 5301.95(C)(1), if the required disclosures are not made before a binding contract, the record owner may cancel the contract at any time before the close of escrow without penalty. The escrow or closing agent must then disburse any earnest money the wholesaler paid to the record owner within thirty days after the cancellation. In practice that means a missed form can unwind a deal late in the process and cost you your deposit.
Waiver does not work. Division (C)(2) voids any portion of an agreement signed, modified or extended after the effective date that waives a duty under division (B) or a remedy under division (C). Division (C)(3) makes any violation an unfair or deceptive act under R.C. 1345.02, the Ohio Consumer Sales Practices Act. The owner has a cause of action and the same relief a consumer has under R.C. 1345.09, and the Attorney General can use every power it has to enforce that act.
| Provision | What it does | Where |
|---|---|---|
| Disclosure form | Separate, boldface, 12-point minimum, signed and dated by owner and wholesaler | 5301.95(B) |
| No signed form | Wholesaler may not enter a binding contract | 5301.95(B)(2) |
| Owner remedy | Cancel before close of escrow, earnest money returned to owner within 30 days | 5301.95(C)(1) |
| Waiver | Void and unenforceable | 5301.95(C)(2) |
| Consumer claim | Rescission, or actual economic damages plus up to $5,000 noneconomic damages | 1345.09(A) |
Under R.C. 1345.09(F), a court may also award a prevailing party reasonable attorney's fees where the supplier knowingly committed the violation.
Do you need an Ohio real estate license to wholesale?
The new statute does not replace the license act, and it does not say that wholesaling is licensed or unlicensed activity. R.C. 4735.02(A) says no one may act as a real estate broker or salesperson, or advertise or assume to act as one, without a license. Whether a given wholesaler is acting as a broker is the question, and the definition in R.C. 4735.01(A) is wide. It reaches a person who, for another and for compensation or the expectation of it:
- buys or offers to buy, sells or offers to sell, or otherwise deals in options on real estate (division (A)(4));
- advertises or holds themselves out as engaged in the business of selling, purchasing or exchanging real estate (A)(6); or
- directs or assists in procuring prospects or negotiating a transaction calculated to result in a sale (A)(7).
Division (H) adds that a single act within the definition is enough. "Real estate" in division (B) covers any and every interest or estate in land, so an investor's interest under a purchase contract is not obviously outside it.
Does the own-property exemption cover a wholesaler?
Possibly in part, and the text limits it. R.C. 4735.01(I)(1)(a) excludes a person who acts "with reference to real estate situated in this state owned by such person," or acquired on its own account in the regular course of managing the property and investing in it. Division (I)(2) then says an exempt person "shall be limited by the legal interest in the real estate held" in performing the acts in division (A).
That second sentence is the one wholesalers should read twice. Taking title and reselling gets you closer to the exemption than assigning a contract you never close on. Whether contract rights alone count as a legal interest is a question for an Ohio attorney, because I did not find the answer in the sections I read. A double close puts you in title; an assignment may not. See also transactional funding for how investors pay for the first leg, and novation agreements, which the statute names alongside assignment.
What are the penalties in Ohio?
Two enforcement tracks run side by side. For the license act, R.C. 4735.99(A) makes a violation of section 4735.02 a misdemeanor of the first degree. The Division of Real Estate and Professional Licensing, under the Department of Commerce, administers the chapter and investigates complaints under R.C. 4735.05.
For licensees, R.C. 4735.18(A)(40) lists, as grounds for discipline, "having failed to comply with section 5301.95 of the Revised Code while acting as a wholesaler of residential real property." So an agent who also wholesales is exposed to the Ohio Real Estate Commission as well as to the consumer-protection claims above. For an investor with no license, the consumer track is the one most likely to arrive first, because the owner can cancel before closing and the Attorney General can act.
What should investors do on an Ohio deal?
Treat the disclosure as a gate, not a formality. None of these steps replaces advice from an Ohio attorney.
- Present the statutory form first. Hand it over as its own document, in boldface at 12 points or larger, and get both signatures and dates before the purchase contract is binding.
- Keep the record. Save the signed copy with the deal file. If the owner later cancels, the dated signature is your evidence.
- Do not let a clause waive it. Any term that waives the disclosure or the cancellation remedy is void under division (C)(2).
- Be careful what you advertise. Posting a house you only have under contract invites the "holds self out" and prospect-procuring parts of the broker definition.
- Get an opinion on your structure. Ask whether your contract rights fit the owner exemption in R.C. 4735.01(I) and whether double closing is safer for you.
- Sell to a direct cash buyer. Submit the deal to Home Pros or browse the marketplace.
Home Pros is a veteran-owned cash buyer based in San Antonio, founded in 2025. We buy houses as-is, pay closing costs, and can close in as little as 7 days. Ohio owners can read our Ohio page, see how we calculate an offer, or try the cash offer calculator. Investors working Cleveland can compare assignment fee benchmarks and see how our cash buyers work. Owners facing a lender can start with how to stop foreclosure in Ohio.
Frequently asked questions
Is wholesaling legal in Ohio?
Yes, but with rules. R.C. 5301.95, effective March 2, 2026, defines a wholesaler of one-to-four-unit residential property and requires a signed written disclosure to the owner before any binding contract. Failing to disclose lets the owner cancel and makes the violation an unfair or deceptive act under R.C. 1345.02. The real estate license law in R.C. Chapter 4735 still applies.
Do you need a real estate license to wholesale in Ohio?
Possibly. R.C. 4735.02 bars acting as a broker or advertising as one without a license, and R.C. 4735.01(A) lists dealing in options, advertising as a buyer or seller of real estate and assisting in procuring prospects. R.C. 4735.01(I)(1)(a) exempts a person dealing with real estate they own, limited by the legal interest they hold. Ask an Ohio attorney how your contract rights are treated.
What must an Ohio wholesaler disclose to the seller?
Before a binding contract, a wholesaler buying as grantee must give the record owner a separate, boldface disclosure of at least 12-point type, signed and dated by both sides. It tells the owner the wholesaler is not their representative, may assign the contract without consent, may charge a separate fee, and that the price may be below market value (R.C. 5301.95(B)).
What happens if an Ohio wholesaler skips the disclosure?
The record owner may cancel the contract at any time before close of escrow without penalty, and the closing agent must return the wholesaler's earnest money to the owner within 30 days (R.C. 5301.95(C)(1)). A waiver is void, and the violation is enforceable by the Attorney General and by the owner under R.C. 1345.09.
What is the penalty for unlicensed brokerage in Ohio?
Violating R.C. 4735.02 is a misdemeanor of the first degree under R.C. 4735.99(A). Separately, a licensed agent who fails to comply with R.C. 5301.95 while acting as a wholesaler can be disciplined under R.C. 4735.18(A)(40).
Does the Ohio wholesaler law cover commercial property or land?
Not as written. R.C. 5301.95 defines residential real property as property improved by a building with one to four dwelling units, so the disclosure duty is limited to that class. Other Ohio laws, including the license act, can still apply to other property types.
Sources
Documents were read on October 27, 2026. Quoted language is from the sources below.
- R.C. 5301.95, Residential real property wholesalers: definition, disclosure and owner remedies.
- R.C. 4735.01, Real estate broker definitions: broker acts and the own-property exemption.
- R.C. 4735.02, Requirement of license.
- R.C. 4735.18, Disciplinary actions: division (A)(40) on wholesalers.
- R.C. 4735.99, Penalty.
- R.C. 1345.09, Private causes of action: consumer remedies.
Not legal advice. Statutes change and courts and regulators may interpret them differently. Confirm current law with a licensed Ohio attorney.