Ohio Wholesaling Law: SB 155 (O.R.C. 5301.95)

State: Ohio
Bill: Senate Bill 155 (136th General Assembly), codified at O.R.C. Section 5301.95
Effective date: March 2, 2026. Already in effect.
Applies to: Residential real property, meaning property improved by a building or structure with one to four dwelling units (O.R.C. 5301.95(A)(1))
Bottom line: You can still wholesale in Ohio. SB 155 does not require a license, does not add a waiting period, and does not ban assignments. It requires one thing: a separate, boldface, 12-point written disclosure, printed in the exact form the statute prints, handed to the record owner and signed and dated by both of you before you sign the purchase contract. Skip it and the owner can cancel any time before closing and keep your earnest money.

What the Law Says (Plain English)

Who counts as a wholesaler: A person or entity that, for a fee, commission, or other valuable consideration (or in the expectation of one), enters into a purchase contract for residential real property and then either "assigns or novates that contract to another person or entity." The statute names two roles. You are a wholesaler if you enter the contract as the grantee (the buyer) and assign or novate it, or as the grantor (a seller who does not hold legal title) and assign or novate it (O.R.C. 5301.95(A)(2)(a)). Two trigger verbs: assign (hand your contract to an end buyer) and novate (replace yourself in the contract with a new buyer). Both are named, so relabeling an assignment as a novation does nothing.

Two carve-outs from the definition. You are NOT a "wholesaler" if you assign or novate the contract to an individual related to you by blood, or to a parent, affiliate, subsidiary, or affiliated group under common control with you (O.R.C. 5301.95(A)(2)(b)). Those transfers fall outside the statute and carry no disclosure duty.

Both roles are defined, but the disclosure duty runs one direction. The disclosure requirement applies to a "wholesaler acting as the grantee," meaning when you are the one putting a property under contract with the record owner (O.R.C. 5301.95(B)(1)). The duty is owed to the record owner. When you turn around and assign to your end buyer, SB 155 imposes no disclosure duty toward that buyer.

The disclosure: Before entering into a binding contract that transfers an interest in the property, you (or your representative) must give the record owner a conspicuous written disclosure statement, separate from the purchase contract, printed in boldface type at a font size of no less than 12 points, "in substantially the following form" set out in the statute (O.R.C. 5301.95(B)(1)). This is not a "write your own" situation. The legislature printed the exact language, and you must track it. See the Required Disclosure Language section below for the verbatim form. In plain terms, the form tells the owner that:

1. The person presenting it is a wholesaler as defined by O.R.C. 5301.95, acting on the wholesaler's own behalf, who does not represent the owner
2. All buyers and sellers may seek legal or professional advice before signing
3. The wholesaler enters assignable contracts and seeks to sell or assign that interest for a profit
4. The wholesaler may assign the interest to a third party without the owner's consent before closing, and may charge that buyer a separate fee for profit
5. The agreed price may be below market value and is conveyed voluntarily
6. Failure to present or complete the form is an unfair or deceptive act, and an owner who does not receive it has a cause of action

Both parties must sign and date it, before the contract. A wholesaler acting as the grantee cannot enter into a binding contract until both the wholesaler and the record owner have signed and dated the disclosure (O.R.C. 5301.95(B)(2)). Signature is a precondition to the deal, not a nicety.

It cannot be waived. No provision of the section may be modified or waived by any oral or written agreement. Any part of an agreement that tries to waive the disclosure duty or the owner's cancellation remedy is void from the start (O.R.C. 5301.95(C)(2)).

No waiting period. Unlike Missouri's 14 days, nothing in SB 155 makes you wait between disclosure and contract. Hand the owner the signed form and sign the contract the same day.

What You CANNOT Do

• Put a 1-to-4-unit house under contract to assign or novate it without first giving the record owner the separate, boldface, 12-point disclosure in the statutory form
• Use your own home-brewed language instead of the statutory form (the statute prints the required wording; track it)
• Sign the purchase contract before both you and the owner have signed and dated the disclosure (both signatures are a precondition)
• Bury the disclosure inside your purchase and sale agreement (it must be a separate document)
• Have the owner waive the disclosure, even voluntarily (waivers are void from the start)
• Dodge the definition by calling your assignment a novation (the statute names both)
• Treat a signed contract as safe if you skipped the disclosure: the owner holds a cancel-any-time card until closing

What You CAN Still Do

• Assign contracts, same day, no license. Deliver the signed statutory disclosure, then run your normal assignment business. No waiting period, no registration, no license requirement in this bill.
• Double close without triggering the law at all. Take title and resell (see Loophole 1).
• Assign or resell to your end buyer with no disclosure duty on that side. The notice runs to the record owner only.
• Assign to a blood relative or a commonly-controlled entity outside the definition entirely (see Loophole 4).
• Wholesale land, commercial, and 5+ unit buildings without this disclosure. The law covers only 1-to-4-unit residential (see Loophole 3).
• Keep wholesaling for a fee. The law regulates how you contract, not whether you can profit.

The Loopholes

1. Double closing (Clean)

The definition catches a grantor only when they assign or novate "without holding legal title to that real property" (O.R.C. 5301.95(A)(2)(a)(ii)), and catches a grantee only when they assign or novate the contract (A)(2)(a)(i). In a double close you do neither: you close on the property, take title (even briefly, with transactional funding or a funds pass-through), then deed it to your end buyer under a second contract. The original contract is performed, not assigned. Because you took title, you sit outside both prongs of the definition and owe no disclosure. Cost: a second set of closing costs plus funding fees. This reading follows directly from the statute's own trigger words, but confirm with an Ohio attorney before making it your default, since a court could scrutinize a same-day, fully-funded pass-through as a disguised assignment.

2. Full compliance is nearly free (Clean)

The compliance burden is one signed piece of paper delivered before the contract. No 14-day clock, no cancellation window for the owner if you disclosed properly, no fee, no registration. Hand over the statutory form, get both signatures and dates, then sign the contract minutes later. For most operators this beats any workaround.

3. Non-residential property: land, commercial, 5+ units (Clean)

The statute defines "residential real property" as property "improved by a building or other structure that has one to four dwelling units" (O.R.C. 5301.95(A)(1)). Commercial property and buildings with five or more units are outside it. Vacant land, which has no building at all, is not "improved by a building or structure" and is outside it too. None of these require the SB 155 disclosure. This is confirmed against the statute's own text, not a third-party guess.

4. Related-party and affiliate assignments (Clean carve-out)

If you assign or novate the contract to an individual related to you by blood, or to a parent, affiliate, subsidiary, or affiliated group under common control with you, you are expressly excluded from the definition of "wholesaler" (O.R.C. 5301.95(A)(2)(b)). No disclosure is owed on those transfers. Useful for intra-family or intra-company moves, but do not manufacture a shell "affiliate" to launder an arm's-length assignment; that invites the disguised-assignment argument.

5. Novation (Closed)

Worth stating because it works in some older statutes: not here. SB 155 names novations right next to assignments in the definition. Closed.

Penalties If You Violate It

• The violation is an unfair or deceptive act or practice under the Ohio Consumer Sales Practices Act (O.R.C. 5301.95(C)(3), tying into O.R.C. 1345.02). This is the worst bucket to be in: CSPA exposure runs to actual damages, and in the right case treble damages and attorney fees.
• The record owner has a private cause of action and is entitled to the same relief a consumer gets under O.R.C. 1345.09 (O.R.C. 5301.95(C)(3)).
• The Ohio Attorney General can enforce it. Every power and remedy the AG has to enforce the Consumer Sales Practices Act (O.R.C. 1345.01 to 1345.13) applies here (O.R.C. 5301.95(C)(3)).
• The owner can cancel any time before the close of escrow, without penalty (O.R.C. 5301.95(C)(1)). Your deal dies at the owner's option, even the day before closing.
• Your earnest money goes to the owner within 30 days. On cancellation, the escrow or closing agent must disburse any earnest money you paid to the record owner within thirty days (O.R.C. 5301.95(C)(1)).

There is no $2,500 statutory fine and no licensing-board discipline under SB 155. The teeth are the Consumer Sales Practices Act (private suit plus Attorney General enforcement) and the owner's cancel-and-keep-the-earnest-money remedy.

Required Disclosure Language

O.R.C. 5301.95(B)(1) mandates the disclosure "in substantially the following form." It must be a separate document (not language inside the purchase contract), conspicuous, printed in boldface type, in a font size of no less than 12 points, and both the record owner and the wholesaler must sign and date it before any binding contract is signed (O.R.C. 5301.95(B)(2)). The verbatim statutory text:

> "Ohio law requires a wholesaler acting as a grantee, before entering into a contract or agreement that conveys an interest in residential real property, to provide certain information to the record owner in a conspicuous manner printed in boldface type in a font size not less than twelve points. Failure by a wholesaler to present or complete this form is an unfair or deceptive act or practice. Any person who enters into an agreement that conveys an interest in residential real property to a wholesaler acting as a grantee without receiving this disclosure has a cause of action against the wholesaler. A wholesaler acting as a grantee is prohibited from entering into a binding contract to acquire an interest in residential real property unless this statement is signed and dated by the record owner of the property.
>
> The owner acknowledges that the person presenting this document is a wholesaler, as defined by section 5301.95 of the Revised Code, and that all buyers and sellers of real estate are entitled to seek legal or professional advice before entering into any agreement or contract regarding the purchase or sale of property, including an agreement with a wholesaler. A wholesaler is acting on the wholesaler's own behalf and does not represent the owner in this transaction. A wholesaler enters assignable contracts with owners and seeks to sell or assign the wholesaler's interest for a profit. The wholesaler may assign the wholesaler's interest in the purchase contract to a third party without the owner's consent before closing. The wholesaler may charge a fee to the third-party buyer separately for profit. The agreed purchase price between the owner and wholesaler may be below market value and is conveyed voluntarily.
>
> The owner acknowledges disclosure of the information provided in this form by signing and dating below:
>
> _______________ (Property owner signature) ______ (date)
>
> _______________ (Wholesaler signature) _____ (date)"

Formatting requirements (O.R.C. 5301.95(B)):

• Separate document, not language folded into the purchase contract
• Conspicuous, printed in boldface type
• Font size not less than 12 points
• Signed and dated by both the record owner and the wholesaler
• Delivered and signed before entering into the binding contract

Pending: What May Change (HB 287)

Ohio also has HB 287 pending in the House Development Committee (introduced May 20, 2025, referred May 21, 2025, not reported out or passed by either chamber as of July 2026). Do not confuse it with the enacted law: every wholesaler-disclosure provision people once flagged as "coming in HB 287" (the 1-to-4-unit definition, boldface 12-point separate form, both signatures, 30-day earnest-money payout, non-waivability, Consumer Sales Practices Act treatment) is ALREADY law today through SB 155 and O.R.C. 5301.95. HB 287 would re-enact that same 5301.95 language.

What HB 287 adds beyond the current law is on the licensing side: it also amends two sections of the real estate broker license law (R.C. 4735.18 and 4735.24), which SB 155 did not touch. Our sources do not spell out the exact licensee impact of those amendments (see gaps), so watch the bill for how it would reach licensed agents who wholesale.

What to do about it: nothing changes today. Your SB 155 compliance (the statutory form, both signatures, boldface 12-point, separate document) already covers the wholesaler-disclosure side. If you hold a real estate license, keep an eye on the 4735 amendments in case HB 287 moves.

Quick Reference

This summary is an analysis of O.R.C. 5301.95 as enacted by SB 155, not legal advice. Confirm your deal structure with an Ohio real estate attorney, especially the double close and any related-party structuring.

Sources: O.R.C. Section 5301.95 statute text (as enacted by SB 155, 136th General Assembly, effective March 2, 2026); Ohio Legislature bill status for HB 287 (136th General Assembly, pending in the House Development Committee, also amending R.C. 4735.18 and 4735.24).