Connecticut Wholesaling Law: Public Act 25-168 (C.G.S. Sections 20-329aaa to 20-329hhh)

State: Connecticut | Bill: Public Act 25-168 (House Bill 7287, Sections 252-259), creating Chapter 392a of the General Statutes (C.G.S. Sections 20-329aaa to 20-329hhh) | Effective: July 1, 2026 (already in effect); the state written seller disclosure report is required on and after October 1, 2026 | Applies to: Residential real property wholesale contracts | Bottom line: Connecticut chose registration and disclosure, not a ban and not a real estate license. Register with the Department of Consumer Protection, use compliant contract terms, disclose to the seller and to your end buyer, stay off the land records, and you can keep assigning contracts legally.

What the Law Says (Plain English)

First, the record on how this passed, because a lot of sources get it wrong. House Bill 5572 was the original stand-alone wholesaling bill. It passed the House but stalled in the Senate and was never enacted. The same policy was folded into the state budget implementer, House Bill 7287, which the Governor signed as Public Act 25-168. The wholesaler provisions are Sections 252 through 259 of that act, codified as C.G.S. Sections 20-329aaa through 20-329hhh (Chapter 392a). If a source tells you the law came from HB 5572, that is the wrong vehicle. The enacted law is PA 25-168 / HB 7287.

Who is covered. A "real estate wholesaler" is a person who enters into a real estate wholesale contract to facilitate or orchestrate the sale of a seller's residential real property to a third party, for compensation, without assuming title to the property (C.G.S. 20-329aaa(7), (8)). Read the three parts: (1) residential real property, (2) for compensation, (3) you arrange a sale to a third party without taking title yourself. The contract definition also catches you if you merely "reasonably expect or intend" to do this. There are no "market or transfer the contract for a profit" trigger words and no "personally occupy or materially improve" carve-out in the statute. Earlier summaries that used that language were describing a bill that did not become law.

What you must do once you are covered:

1. Register before you act as a wholesaler. No person may act as a real estate wholesaler in Connecticut without a registration issued by the Department of Consumer Protection (DCP). The application fee is $285, the registration lasts up to two years, and renewal is $285 every two years (20-329bbb). This is a registration, not a real estate license, and you may hold a broker or salesperson license and a wholesaler registration at the same time (20-329bbb(a)(2)).
2. Get the seller's condition report before you sign. Before entering the wholesale contract, the seller must give you a written residential condition report that satisfies C.G.S. 20-327b, and must meet any federal reporting requirements (20-329ddd). You hold that report and pass it to your end buyer on assignment.
3. Use compliant contract terms. Every wholesale contract must, at a minimum, give the seller a 3 business day period to review the contract with an attorney or advisor and to cancel for any reason or no reason, penalty-free, except to return any deposit you paid (20-329ccc(a)). And the closing date cannot be more than 90 days after all parties sign; you can extend the 90 days only in writing signed by everyone, and if you do not, the contract automatically terminates at 90 days (20-329ccc(b)).
4. Deliver the state disclosure report to the seller (from October 1, 2026). On and after October 1, 2026, before you execute the contract, you must give the prospective seller the written wholesale disclosure report the DCP develops. The DCP posts the mandated form by September 30, 2026. You may deliver it electronically (20-329eee). See Required Disclosure Language below for the exact content.
5. Disclose to your end buyer on assignment. Before you sell or assign the contract to a third party, you must give that buyer (a) a written notice spelling out the buyer's rights under your contract with the seller and identifying you as a real estate wholesaler who holds a future interest in the purchase but does not hold title, and (b) a copy of the seller's residential condition report (20-329ccc(c)).
6. Stay off the land records. You cannot record the wholesale contract, a notice or memo of it, a lien, an encumbrance, or a purchaser's lien under C.G.S. 49-92a (20-329fff).

Any violation of Sections 20-329bbb through 20-329fff is an unfair or deceptive trade practice under the Connecticut Unfair Trade Practices Act (CUTPA), C.G.S. 42-110b(a) (20-329hhh).

What You CANNOT Do

• Act as a real estate wholesaler before your DCP registration is issued
• From October 1, 2026, execute a wholesale contract before you deliver the state disclosure report to the seller, and in any case sign before you have the seller's residential condition report
• Draft a contract that omits the 3 business day seller cancellation right, or that sets a closing date more than 90 days out without a written, signed extension
• Sell or assign the contract to an end buyer without the written assignment notice (which must identify you as a title-less wholesaler) and without handing over the seller's condition report
• Record your contract, a memo, an affidavit, a lien, an encumbrance, or a purchaser's lien on the land records
• Rush a seller past the 3 business day cancellation window

What You CAN Still Do

• Assign contracts for compensation, registered and disclosed. There is no long waiting period; the only clock is the seller's 3 business day cancellation right.
• Double close by taking title (see Loopholes). Actually owning the property puts you outside the "without assuming title" trigger.
• Buy to hold, rehab, or live in. Any of these means you take title, so the wholesaler definition never attaches.
• Market the property during the contract period. The statute expressly contemplates this (the seller disclosure report tells sellers the wholesaler "may market your property for sale"). What is regulated is your registration and disclosure, not marketing itself.
• Hold a real estate license and a wholesaler registration together. A licensed broker or salesperson can register as a wholesaler (20-329bbb(a)(2)).

The Loopholes

1. Register and run compliant (Clean, and the best play)

Connecticut did not ban wholesaling or require a real estate license to do it. The definition sets who must register and disclose, not who is prohibited. So the strongest strategy is to comply: the $285 registration, compliant contract terms (3 business day cancel window, 90 day closing cap), the seller condition report in hand before you sign, the state disclosure report from October 1, 2026, and the written assignment notice plus condition report to your end buyer. Cost: the fee, the paperwork, and three days of seller cancellation risk on every deal.

2. Double close / take title (Clean if genuine, Gray if pre-arranged)

The wholesaler definition only reaches someone who arranges a sale "without assuming title to such property" (20-329aaa(7)). In a genuine double close you actually take title, then sell the property you now own, so you are not a wholesaler under the statute. The catch is the contract definition, which also reaches a person who "reasonably expects or intends" to orchestrate the sale to a third party for compensation without assuming title (20-329aaa(8)). A same day, pre-arranged pass-through where you never really intend to own can be characterized as orchestrating a third party sale, which pulls you back in. Genuine take-down with your own funds and real ownership risk is Clean. A paper-thin flip lined up before you sign is Gray. Talk to a Connecticut attorney before running unregistered double closes at volume.

3. Buy to hold, rehab, or live in (Clean)

Every one of these means you take title. The wholesaler definition keys on facilitating a third party sale "without assuming title." Once you actually own the property, you are outside the definition whether you hold it, renovate it, or move in. Note that this is a consequence of taking title, not a separate "materially improve" or "personally occupy" exemption. Those specific words are not in the statute, so do not lean on rehab language to escape the law without actually owning the property.

4. Non-residential property (Gray until verified)

The law covers "residential real property," which the statute defines only by cross-reference to C.G.S. 20-311, a section not reproduced in our source file. Commercial and land deals appear to sit outside the trigger, and whether vacant residential land or 2-4 unit and larger multifamily count is unresolved. Read the 20-311 definition before building a land or multifamily strategy on this.

What is Closed

• Recording contracts, memos, or liens. You cannot record the wholesale contract, a notice or memo of it, a lien, an encumbrance, or a purchaser's lien under 49-92a on the land records (20-329fff). Any such filing gives no notice to a bona fide purchaser or creditor, a town clerk may refuse it, and the owner can wipe it out with an affidavit of facts. Closed.
• Skipping the mandatory contract terms. The 3 business day cancellation right and the 90 day closing cap are statutory minimums every wholesale contract "shall, at a minimum, include" (20-329ccc(a), (b)). You cannot draft them out. Closed.
• Operating unregistered. No person may act as a real estate wholesaler without a DCP registration (20-329bbb(a)(1)). Closed.

Penalties If You Violate It

• CUTPA exposure (the big one). Any violation of Sections 20-329bbb through 20-329fff is an unfair or deceptive trade practice under CUTPA, C.G.S. 42-110b(a) (20-329hhh). CUTPA is the state's heavyweight consumer statute: it carries actual damages, potential punitive damages, attorney's fees and costs, injunctive relief, and DCP or Attorney General enforcement. The wholesaler statute itself sets no separate dollar penalty; the teeth come through CUTPA.
• Recorded filings are void. If you record a wholesale contract, notice, lien, or encumbrance, it gives no actual or constructive notice to a bona fide purchaser or creditor, and the owner can void it entirely by recording an affidavit of facts (20-329fff). A town clerk may also refuse to record it in the first place.
• Seller cancellation. The seller can cancel within the 3 business day window for any reason, penalty-free, and get any deposit back.

There is no provision making the underlying contract automatically unenforceable for a disclosure failure. The only "void and unenforceable" language in the act applies to improperly recorded filings under 20-329fff, not to the wholesale contract itself.

Related Rules in the Same Bill

• Buyer-facing disclosure on assignment (20-329ccc(c)). Beyond the seller disclosure report, you owe your end buyer a written notice of the buyer's rights and of your status as a title-less wholesaler, plus a copy of the seller's condition report. This is the only identification duty in the statute, and it runs to the buyer, not to the seller.
• The recording ban and its release mechanism (20-329fff). If an improper filing does hit the land records, the owner (or anyone with knowledge of the facts) can record an affidavit of facts under C.G.S. 47-12a to void it, and town clerks are authorized to refuse these filings up front.
• Regulations (20-329ggg). The DCP Commissioner may adopt regulations to implement Sections 20-329bbb through 20-329fff, so expect the operational details (and the disclosure form itself) to be filled in by the Department.

Required Disclosure Language

Effective on and after October 1, 2026, before you execute a wholesale contract you must give the prospective seller the written wholesale disclosure report the DCP develops (C.G.S. 20-329eee(a)). The DCP posts the actual form by September 30, 2026 and may prescribe its exact form and manner, but the statute fixes the content the form must contain, verbatim, below. You may deliver the report to the seller electronically.

Formatting requirements (20-329eee(b)(2)-(3)):

• Published on one or more pages, each numbered and no larger than 8.5 inches wide by 11 inches tall
• In at least 9 point type (checkboxes and section headings may be smaller)
• The address of the subject property on each page
• Section headings in bold type
• Space for the purchaser's and the seller's initials on each page except the signature page

Mandated content, verbatim (C.G.S. 20-329eee(b)(4)(A)):

> "Notice to Sellers: What to Know About Wholesale Transactions
>
> If you are considering selling your property through a wholesale transaction, please be aware of the following:
>
> 1. The real estate wholesaler may not be the person or entity purchasing your property, and you may be granting them the right to sell your property to another person or entity.
>
> 2. During the contract period, the real estate wholesaler may market your property for sale.
>
> 3. A real estate wholesaler may reasonably expect or intend to make a profit, or receive compensation through an assignment fee, from selling, assigning or transferring their interest in the real estate wholesale contract.
>
> 4. As the seller, the terms of your agreement with a real estate wholesaler may provide the real estate wholesaler with the ability to make decisions to reject or accept an offer to purchase your property without your knowledge or consent during the term of the real estate wholesale contract.
>
> 5. The assessed value of a property, as assessed by a town, is not the same as the fair market value of the property, and may be significantly less than the fair market value of the property.
>
> 6. You are advised and have the right to investigate the fair market value of your property before signing a real estate wholesale contract. The sale price of your property is negotiable.
>
> 7. You may, in your discretion and at your expense, have an attorney or other advisor review the terms of a real estate wholesale contract, or have an appraiser assess the value of your property.
>
> 8. You may cancel a real estate wholesale contract during the three-business-day period beginning when you enter into the contract without providing any reason or incurring any penalty or obligation, except to return any deposit the real estate wholesaler paid to you.
>
> 9. If the real estate wholesaler is a real estate broker or a real estate salesperson, the real estate wholesaler must disclose to you who he or she represents and what fiduciary duties, if any, are owed to you in the wholesale transaction.
>
> 10. As the seller, you are required to provide certain property condition and lead paint disclosures under state and federal law. These disclosures must be completed as part of the transaction.
>
> 11. A real estate wholesale contract may not have a closing date that is more than ninety days after all parties sign the contract. However, you may agree to extend the ninety-day period, provided the extension is in writing and signed by you and the real estate wholesaler. If you do not extend the contract, the contract will automatically terminate at the end of the ninety-day period.
>
> Please read the terms in the real estate wholesale contract to understand all of your rights and obligations thereunder, including:
>
> (A) How prospective purchasers of your property may have access to your property for showings, inspections or for other transactional details;
>
> (B) What additional costs you may be charged at the time of closing, such as a seller's conveyance tax or other closing-related fees; and
>
> (C) If you have any right to cancel the contract prior to closing in addition to your right to cancel the contract during the three-business-day period beginning when you enter into the contract.
>
> All sellers in real estate transactions should consult with appropriate professionals to understand their rights and obligations and the various implications of a real estate transaction."

Mandated acknowledgment, verbatim (C.G.S. 20-329eee(b)(4)(B)):

> "I acknowledge that I have received and understand this disclosure notice.
>
> Signature of Seller
>
> Seller's street address, municipality, zip code
>
> Date:
>
> Signature of Wholesaler
>
> Date:"

The buyer-facing assignment notice (20-329ccc(c)(1)) is content-mandated, not word-mandated: it must disclose all of the third party's rights under your seller contract and identify you as a real estate wholesaler who holds a future interest in the purchase but does not hold title. The statute does not fix its exact wording.

Quick Reference

This is analysis, not legal advice. Confirm your specific deal structure with a Connecticut real estate attorney before relying on it.

Sources: the codified statute (C.G.S. Chapter 392a, Sections 20-329aaa through 20-329hhh, as enacted by Public Act 25-168 / House Bill 7287, Sections 252-259) and the Google deep research report (Connecticut section). Earlier third-party summaries that described a "four disclosure" regime, a seller anonymity ban, an automatic contract-unenforceability penalty, or House Bill 5572 as the enacting vehicle were incorrect and have been superseded by the statute text.