Oregon Wholesaling Law: HB 4058

State: Oregon
Bill: House Bill 4058 (enacted March 7, 2024, as 2024 Oregon Laws Chapter 3; wholesaling provisions codified at ORS 696.650 to 696.670 and 696.997)
Effective date: July 1, 2025 for the registration and disclosure framework (already in effect). The separate broker-agency provisions in the same bill took effect January 1, 2025.
Applies to: Residential-zoned property (any number of units) and existing condominiums, marketed by someone who holds only an equitable interest or purchase option
Bottom line: Wholesaling is regulated, not banned. Register with the Oregon Real Estate Agency, disclose in writing before you market, and honor the 3 business day cancellation window, and you can keep assigning contracts.

What the Law Says (Plain English)

Oregon created a separate regulatory category for wholesalers instead of banning them or forcing everyone to become a broker.

Who counts as a wholesaler: The statute defines residential property wholesaling as marketing residential property where you hold "only an equitable interest or an option to purchase" (an equitable interest is the right you get when you sign a purchase contract, before the deed is in your name), have held that interest for fewer than 90 days, and have invested less than $10,000 in land development or improvement costs on the property. Two definitions do the heavy lifting. "Residential property" means "real property zoned for residential use, or an existing condominium unit" (ORS 696.650(2)), so coverage depends on zoning, not on how many units the building has. "Market" means "to advertise... or to solicit purchasers for the purchase of property either publicly or privately" (ORS 696.650(1)), so even a private buyers list counts. The trigger is marketing while you hold only that contract interest. It is not the assignment itself, and it is not the purchase contract itself. It is telling buyers about a property you do not yet own.

What it requires:

1. Register with the Oregon Real Estate Agency before doing any wholesaling activity, unless you already hold an active Oregon real estate license (and still disclose). Registration requires being at least 18, holding a high school diploma or GED (or equivalent education), listing the entities and business names you wholesale under, and passing a criminal-records check (the commissioner may require fingerprints). There is no competency exam. The fee is $300 to register and $300 to renew (ORS 696.656, 696.659).
2. Give written disclosures (see "What the Disclosure Must Contain" below), in at least 10-point bold type, before entering into a written wholesale contract. You must give them to buyers and sellers, to any licensed agent who helps you market or list the property, to any licensed agent helping a buyer purchase it, and inside all advertising for the property.
3. Honor the cancellation window. Buyers and sellers on a wholesale contract can cancel without penalty before midnight of the third business day after receiving the written disclosure. This right cannot be waived, and all earnest money goes back on cancellation.

What You CANNOT Do

• Market a residential-zoned property you have under contract, to anyone, without first registering with the Oregon Real Estate Agency (or holding an Oregon license and giving the disclosures)
• Market it without handing over the written wholesaler disclosures first, and without putting those disclosures in all advertising
• Treat the 3 business day cancellation window as waivable or rush a party past it
• Assume a "private" buyers list is safe. The statute defines "market" as soliciting purchasers "either publicly or privately" (ORS 696.650(1)), so a quiet cash-buyers list is squarely covered
• Skip disclosures and expect to keep the earnest money if the deal blows up. If you never gave the seller the disclosure before the contract, the seller can terminate at any time, keep the earnest money, and have the escrow agent release it without your signed release (ORS 696.662(4))

What You CAN Still Do

• Register and keep wholesaling. This is the headline. Oregon built a registration lane specifically so wholesaling could continue under supervision
• Take title first, then market. Buy the property, close, and resell it. Once you own it you are not marketing under a mere equitable interest
• Wholesale as a licensed Oregon broker, if you give the disclosures. Licensees are exempt from registering, but only if they provide the written disclosure to buyers and sellers (ORS 696.653(4))
• Assign contracts on non-residential-zoned property (for example commercial-zoned or industrial-zoned property). Coverage turns on zoning, so property that is not zoned for residential use is outside this law

The Loopholes

Loophole #1: Register and Comply (Clean, and the Intended Path)

Not really a loophole, but it is the most reliable answer in Oregon. The law's trigger is marketing "residential property for which the marketer has only an equitable interest or an option to purchase." Registration plus disclosure makes that exact activity legal. Cost: a $300 registration fee (plus $300 to renew), a criminal-records check, and a 3 business day cancellation window on every deal. Compare that to the criminal exposure below and it is the obvious move if Oregon is a core market.

Loophole #2: Take Title Before You Market (Clean, With One Trap)

The statute regulates marketing while you hold "only an equitable interest or an option to purchase." If you actually close, take title, and only then market the property, you are selling real estate you own, which this wholesaling statute does not touch. Cost: a second set of closing costs plus transactional funding fees, and you must find your end buyer after closing, not before.

The trap: the classic double close, where you market to end buyers while still under contract and line up the B-C sale before the A-B closing, involves marketing while you hold only an equitable interest. That is the covered activity. Taking title moves you outside the definition; marketing before you take title does not. If you want the double close without registering, keep all buyer marketing until after you take title, or register anyway.

Loophole #3: Get an Oregon Real Estate License (Clean for Registration, But You Still Disclose)

Licensed Oregon brokers do not have to register as wholesalers. The catch: that exemption is conditional. A licensee may wholesale without registering only if they "provide proper written disclosure to any potential buyers or sellers of all residential property wholesale transactions" (ORS 696.653(4)). So a license buys you out of registration, not out of disclosure. Skip the disclosure and you lose the exemption and pick up the same penalties.

Loophole #4: Non-Residential-Zoned Property (Clean)

The statute defines "residential property" as "real property zoned for residential use, or an existing condominium unit" (ORS 696.650(2)). Coverage turns on zoning, not on unit count. That cuts two ways. Property zoned commercial or industrial is outside the law, so assigning a contract on a commercial-zoned building is not residential property wholesaling. But do not confuse this with a unit-count exemption: a residential-zoned fourplex, apartment building, or larger multifamily is fully covered, no matter how many units, and existing condominiums are named in the definition. The old "5-plus units is outside the law" reading is wrong here. Check the parcel's actual zoning, not its size, and confirm with an Oregon attorney before building a land or commercial assignment business on this.

Loophole #5: Hold the Interest 90+ Days or Invest $10,000+ (Gray)

The statutory definition only reaches a marketer who, at the time of marketing, has held the equitable interest or option "for fewer than 90 days" and invested "less than $10,000 in land development or improvement costs" (ORS 696.650(4)). Read literally, an option held more than 90 days before any marketing, or a project where you have genuinely put $10,000 or more into development, falls outside the definition. The text is now confirmed, but this reading is untested in court and slow to execute. Litigation bait. Talk to an Oregon attorney before relying on it.

Penalties If You Violate It

• Criminal exposure: knowingly wholesaling without registration, or violating the disclosure or discipline sections, is a Class A misdemeanor (up to 364 days in jail, a fine of up to $6,250, or both). Oregon is one of the few states that attaches jail time specifically to wholesaling violations
• Personal liability: any officer, director, shareholder, member, manager, or agent of your company who personally participates in or is an accessory to the violation faces the same criminal penalties (Section 8(2)). You cannot hide behind the LLC
• Civil penalties for not registering: $1,000 to $2,500 for a first offense of unregistered wholesaling, and $2,500 to $5,000 for a second or later offense (Section 8(3)), on top of the criminal exposure
• Disgorgement: an additional civil penalty of up to the amount you profited on the violating transaction (Section 8(4))
• You cannot sue to get paid: an unregistered (and non-exempt) wholesaler may not maintain any suit in Oregon courts to enforce a claim arising out of the wholesaling, such as collecting an assignment fee, without alleging and proving they were registered or exempt (Section 8(5))
• Cease and desist: the Real Estate Commissioner can issue a cease-and-desist order to stop unregistered activity (ORS 696.670), and can suspend or revoke a registered wholesaler's registration (ORS 696.665)
• Deal risk and earnest money: buyer and seller can cancel without penalty before midnight of the third business day after receiving the disclosure. If you never gave the seller the disclosure before the contract, the seller can terminate at any time, keep the earnest money, and have the escrow agent release it without your signed release (ORS 696.662(3), (4)). You are also liable for the parties' damages if the deal is terminated for lack of disclosure, and the prevailing party recovers attorney fees (ORS 696.662(5), (6))

What the Disclosure Must Contain

Oregon mandates the content of the wholesaler disclosure but does not lock in an exact script. The Real Estate Agency sets the standard form and may add required information. The statute (ORS 696.662(2)) says the disclosure must be in at least 10-point bold type and must at a minimum state that the wholesaler (or the entity the wholesaler is acting for):

1. Is a residential property wholesaler;
2. Has only an equitable interest in the property being sold;
3. Does not have legal title to the property and therefore might be unable to directly transfer title to the buyer;
4. Might not be a licensed real estate broker or principal broker and therefore might not be permitted to engage in professional real estate activity; and
5. Might not be a licensed appraisal specialist and therefore might not be permitted to give an opinion on the property's value.

Exact wording is not required, but every one of those five points must be there. You must deliver the disclosure to buyers and sellers before signing the written contract, to any licensed agent you bring in to help market or list the property, to any licensed agent helping a buyer purchase it, and inside all advertising for the property (ORS 696.662(1)).

Quick Reference

This summary is an analysis of published reports on HB 4058, not legal advice. Confirm your specific deal structure with an Oregon real estate attorney, especially the double close and 90-day questions.

Sources: 2024 Oregon Laws Chapter 3 (Enrolled HB 4058) and ORS 696.650 to 696.670 and 696.997 (primary statute text), a third-party industry report (Oregon section), Google deep research report (Oregon section, citing the Oregon Real Estate Agency law and rule overview), Chico report Real Estate Wholesaling Laws 1.2 (Oregon section).