Delaware Wholesaling Law: SB 201

State: Delaware
Bill: Senate Bill 201, enacted as 85 Del. Laws, c. 274 (amends 24 Del. C. Chapter 29, and adds a new 24 Del. C. 2940)
Effective dates: Phased in three stages, all measured from the June 1, 2026 signing. Live now (since June 1, 2026): the wholesaling definition (2902(27)), the narrowed owner exemption (2901(e)(1)), and the larger Guaranty Fund (2922). Effective August 30, 2026 (not yet in force): the seller disclosures and the 21-day cancellation right (new 2940). Effective February 26, 2027 (not yet in force): the licensing requirement (2902(21)). So as of today (July 8, 2026) none of the disclosure, cancellation, or licensing rules apply yet.
Applies to: 1-4 family residential property, before the wholesaler takes legal ownership, plus a single lot of land zoned as residential and available for development of a 1-4 family residence
Bottom line: You can still wholesale in Delaware today with no license and no mandated disclosures, but the window is closing on a schedule. From August 30, 2026 every wholesale contract must carry the seller disclosures and a non-waivable 21-day cancellation right. From February 26, 2027, marketing the assignment of a contract on a house or a residential building lot without a Delaware real estate license is prohibited. Taking title and reselling stays outside the definition.

One thing to keep straight before anything else: this law phases in over three dates, and most of it is not in force yet. Today, only the definition, the narrowed owner exemption, and the larger Guaranty Fund are live. The disclosure and cancellation rules do not begin until August 30, 2026, and the license requirement does not begin until February 26, 2027. Confirm with a Delaware attorney before building a process around it.

What the Law Says (Plain English)

Delaware did not write a disclosure-and-wait law like Missouri. It went further and made wholesaling a licensed activity. It does this in phases, so today the definition is on the books but the disclosure and licensing machinery is not switched on yet.

Who counts as a wholesaler (live now, since June 1, 2026): The definition at 24 Del. C. 2902(27) reads, verbatim: "'Wholesaling' or 'wholesale' means any of the following activities: 1. The business of seeking to enter into a contract with an owner of real estate with an intent to make a profit by marketing and advertising for the assignment of an equitable interest in an agreement of sale as the buyer. 2. The business of marketing and advertising for the assignment of an equitable interest in an agreement of sale as the buyer." In plain English: you sign a purchase contract on someone's property as the buyer, which gives you an "equitable interest" (a legal stake in the property created by the contract, even though you do not own it yet), and then you advertise or market the assignment of that contract to make a profit. Note both prongs use "the business of," which reads as a course of conduct rather than a single incidental deal.

The owner exemption was narrowed (live now). Delaware's real estate law normally exempts a person acting "as owner or lessor, buyer or lessee, or equitable owner" with respect to their own property. SB 201 amended 24 Del. C. 2901(e)(1) to strip that exemption from anyone "engaged in wholesaling as a business." So the usual "I am just an investor buying for my own account" argument no longer shields a wholesaling operation.

Wholesaling becomes a "real estate service" (effective February 26, 2027, not yet in force). That is the key move, and it is the last stage to switch on. A sentence added to 24 Del. C. 2902(21) will classify wholesaling, or attempting a wholesale transaction, as a "real estate service," which is what triggers the license requirement under 2901(a)/(b). Until February 26, 2027, wholesaling is a defined term in the Code but is NOT yet classified as a service that requires a license.

What property it covers (live now): Per 24 Del. C. 2902(27)(b), wholesaling "applies only to property with the primary use as a 1-to-4 family residential property prior to taking legal ownership or a single lot of land zoned as residential available for development for a 1-to-4 family residence and does not apply to the assignment of a bid made at an auction by a sheriff, bankruptcy trustee, or partition auction sale." Note the land part: Delaware deliberately reached residential building lots, so "just wholesale land instead" does not work here the way it does in Missouri.

The 21-day cancellation right (effective August 30, 2026, not yet in force). New 24 Del. C. 2940 gives sellers in a wholesale transaction a non-waivable right to cancel the agreement until midnight of the 21st calendar day after the seller executed the agreement (the one containing the required disclosures), or until conveyance (the actual transfer of title), whichever occurs first (2940(a)). If the required disclosure is missing, the seller can cancel at any time before conveyance. Non-waivable means the seller cannot sign away this right even voluntarily.

The required disclosures (effective August 30, 2026, not yet in force). Under 24 Del. C. 2940(e), a wholesale agreement must prominently include four items: that the transaction is a wholesale transaction in which you intend to assign, sell, or transfer the interest for a fee without first taking title as owner of record; that the seller may obtain an appraisal, consult a real estate licensee not affiliated with your broker, or seek legal counsel from a Delaware lawyer before or after signing; the 21-day cancellation right and how to exercise it; and that all payments are refunded within 10 business days of a cancellation. The exact wording is not left to you: the statute says these must be disclosed on a form the Commission approves, available in English, Spanish, and Haitian Creole. That form has not been issued yet.

If the seller cancels (effective August 30, 2026, not yet in force). Under 24 Del. C. 2940(c), all payments the seller made must be refunded within 10 business days, and the broker or salesperson must send the seller an acknowledgment that the agreement is void.

What You CANNOT Do

• Run a wholesaling business in Delaware without a real estate license once February 26, 2027 arrives (signing contracts on 1-4 family homes intending to profit by marketing the assignment). Before that date there is no license requirement
• Market or advertise the assignment of your contract on a house or a residential development lot without a license (after February 26, 2027)
• Treat residential building lots as a land loophole. A "single lot of land zoned as residential available for development for a 1-to-4 family residence" is expressly covered
• Lean on the owner exemption to skip licensing. As of June 1, 2026 the exemption no longer covers anyone "engaged in wholesaling as a business"
• Get the seller to waive the 21-day cancellation right, once it takes effect August 30, 2026. It is non-waivable
• Hide what you are, on deals signed from August 30, 2026. The agreement must prominently disclose (on the Commission's form) that you intend to assign for compensation without taking title, and must spell out the seller's rights
• Keep the seller's money after a cancellation. Everything gets refunded within 10 business days

What You CAN Still Do

• Buy the property and take title, then resell it. The definition targets marketing and advertising "for the assignment of an equitable interest in an agreement of sale as the buyer," and scopes to property "prior to taking legal ownership." If you actually close and take title, you never assign an equitable interest (see Loophole #1 for the pre-title marketing caveat)
• Assign bids from sheriff sales, bankruptcy trustee sales, and partition auction sales. 24 Del. C. 2902(27)(b) expressly does not apply to those
• Wholesale 5+ unit multifamily, commercial property, and land that is not a single 1-4 family development lot. The statutory scope is 1-4 family residential plus a single residential development lot, so these fall outside it
• Get licensed and wholesale inside the rules (from February 26, 2027). The law contemplates licensed wholesaling with the disclosures and the 21-day cancellation right
• Keep assigning today with no license and no mandated disclosure. None of the disclosure, cancellation, or licensing rules are in force yet. The disclosure and 21-day cancellation rules begin August 30, 2026 and licensing begins February 26, 2027. The prudent play is to build the disclosures and the 21-day right into your process before the August 30 date arrives

The Loopholes

Loophole #1: Take Title (Buy, Then Resell)

The definition triggers on "marketing and advertising for the assignment of an equitable interest in an agreement of sale as the buyer," and the scope clause reaches property "prior to taking legal ownership." If you actually close, take title, and then resell, you never assigned an equitable interest and you are selling property you own, which is what owners are allowed to do.

• Clean if you take title first and only market the property after you own it
• Gray if you publicly market the deal to end buyers before you close. The definition catches "marketing and advertising for the assignment of an equitable interest" even without an owner on the other side, so pre-title marketing of the assignment can still be caught, and the narrowed owner exemption (2901(e)(1)) means you cannot fall back on "I am just an investor." Line up your buyer privately or after title, and ask a Delaware attorney where the line is
• Cost: a second set of closing costs plus transactional funding fees, and Delaware transfer tax on both closings (Delaware's transfer tax is significant; price it into the deal)

Loophole #2: Get Licensed (The Compliance Path)

This is a licensing law, so the statute's own answer is: become a Delaware real estate licensee. Then wholesaling is a permitted real estate service for you. Clean. The friction: licensing coursework, exams, brokerage affiliation, and from August 30, 2026 you are still stuck with the prominent disclosures and the seller's non-waivable 21-day cancellation right on every wholesale deal. Build the 21 days into your deal timeline. Note the license itself is not required until February 26, 2027.

Loophole #3: Auction Bid Assignments

Assignments of bids made at sheriff sales, bankruptcy trustee sales, or partition auction sales are expressly outside the law (24 Del. C. 2902(27)(b)). Clean on the express carve-out. If your acquisition channel is foreclosure and trustee auctions, this law does not touch that assignment business.

Loophole #4: Property Types Outside Coverage

The statutory scope (2902(27)(b)) is 1-4 family residential plus a single residential development lot. 5+ unit multifamily, commercial, and land that does not fit the "single lot of land zoned as residential available for development for a 1-to-4 family residence" description are outside the law. Clean on the statutory language.

Loophole #5: Entity Sale (LLC Drop)

Selling the membership interest of an LLC that holds the contract, instead of assigning the contract. The definition keys on "marketing and advertising for the assignment of an equitable interest in an agreement of sale," which a membership-interest sale arguably is not, but the "attempts to engage in a wholesale transaction" language folded into "real estate services" on February 26, 2027 is broad enough to be argued the other way. Untested in Delaware. Gray at best, litigation bait. Talk to a Delaware attorney before touching it.

Penalties If You Violate It

The statute does not print a dollar-and-days penalty grid for wholesaling specifically. It routes unlicensed practice into Delaware's general professional-regulation enforcement:

• After February 26, 2027, wholesaling without a license is providing a "real estate service" without licensure. Under 24 Del. C. 2901(b), a person engaging in real estate services without proper licensure "shall be subject to the provisions of 10161 of Title 29," which is the Division of Professional Regulation's cease-and-desist and civil-penalty machinery. That is a citation chain now, not an inference
• If the required disclosure is missing (on deals signed from August 30, 2026), the seller can cancel at any time before conveyance under 2940(a), which kills the deal at the seller's option
• On any cancellation, all payments the seller made must be refunded within 10 business days and the agreement is acknowledged void (2940(c))
• Separately, SB 201 raised the Real Estate Guaranty Fund's per-claim cap from $25,000 to $50,000 (24 Del. C. 2922(a), live now), so a consumer who wins a fraud or misrepresentation judgment against a licensee can recover more from the Fund

Required Disclosure Language

Effective August 30, 2026 (not yet in force as of July 8, 2026). Delaware mandates disclosure CONTENT but not a fixed script. Under 24 Del. C. 2940(e), a wholesale agreement of sale or contract "shall prominently include" four items, and they "shall be disclosed in the manner and method that the commission shall establish by a form or forms approved by the commission and which shall be available in English, Spanish, and Haitian Creole." So the Real Estate Commission writes the actual wording on an approved form. That form has not been issued yet, so there is no verbatim text to reproduce here, and you should not invent one.

The four content items the agreement must carry (24 Del. C. 2940(e)(1)-(4)):

1. That the agreement is for a wholesale transaction in which the licensee intends to assign, sell, or otherwise transfer the interest for a fee, commission, or other valuable monetary consideration without having taken title as the owner of record of the interest.
2. That the consumer has the right to obtain an appraisal from a real estate appraiser and to consult a real estate licensee not affiliated with the wholesaler's broker, or to seek legal counsel from a Delaware lawyer, before or after entering into the agreement.
3. That the consumer has the right to cancel until midnight of the 21st calendar day after executing the agreement (the one that included the required disclosure form), or until conveyance, whichever occurs first, by certified return-receipt mail or any other bona fide means of delivery with proof of sending.
4. That within 10 business days after receipt of a notice of cancellation, all payments made by the consumer will be refunded.

Formatting and delivery requirements from the statute: the disclosures must be "prominently" included in the agreement of sale or contract, on the Commission-approved form, and offered in English, Spanish, and Haitian Creole. Watch for the Commission's form once it is published; until then this content is law-on-the-books but not yet operative.

Quick Reference

This summary is an analysis of the enacted text of SB 201 (85 Del. Laws, c. 274), not legal advice. Confirm everything with a Delaware real estate attorney before acting, and watch for the Real Estate Commission's disclosure form.

Sources: the enacted/codified text of SB 201, 85 Del. Laws, c. 274, at 24 Del. C. 2901, 2902, and 2922, plus the new 24 Del. C. 2940 (from the chaptered session law, effective August 30, 2026).