Virginia Wholesaling Law: HB 917

State: Virginia | Bill: HB 917, expanding the statutory definition of "real estate broker" | Effective date: July 1, 2024 (in effect) | Applies to: anyone dealing in real estate contracts, including assignable contracts, for compensation, on two or more occasions in a 12-month period | Bottom line: Virginia did not write disclosure rules or waiting periods. It went straight at the license. Assign, offer, or negotiate contracts for money twice within 12 months and you are legally a real estate broker, which means you need a license to keep operating.

What the Law Says (Plain English)

HB 917 never uses the word "wholesaling." Instead it redefines who counts as a "real estate broker" so that the definition swallows the wholesaling business model.

The expanded definition covers any individual or business entity who, "on two or more occasions within a 12-month period," for "compensation or valuable consideration:"

• Sells or offers to sell real estate contracts
• Buys or offers to buy real estate contracts
• Negotiates or assigns real estate contracts
• Otherwise deals in real estate contracts, including assignable contracts

Translated: the product you sell as a wholesaler is a contract, and Virginia now says that dealing in contracts for money is brokerage once you do it more than once a year. There is no disclosure form that fixes this and no waiting period to run out. The only questions are how many times you did it in the trailing 12 months and whether you got paid.

Note the trigger words carefully:

• "Two or more occasions within a 12-month period" is the bright line. One transaction may be permissible without a license. Two triggers licensing. This is a rolling 12 months, not a calendar year, so plan on that basis
• "Real estate contracts (including assignable contracts)" is the object. The statute regulates dealing in contracts, not owning property
• "Compensation or valuable consideration" is the payment element. Assignment fees obviously qualify, and "valuable consideration" is broad enough to catch creative payment structures
• "Offers to sell" and "offers to buy" are in the definition too, which read literally means marketing a contract can count as an occasion even if the deal dies (see gaps)

What You CANNOT Do (without a Virginia real estate license)

• Assign two or more contracts for a fee within any rolling 12-month period
• Market or offer assignable contracts to buyers as a repeat business, even if some offers never close (the definition includes "offers to sell")
• Negotiate contract transfers between parties for compensation on a repeat basis
• Assume staying quiet or keeping deals inside a private buyers list protects you. The trigger is frequency plus compensation, not public advertising. A private assignment is still "dealing in real estate contracts" for money

What You CAN Still Do

• Get licensed and keep wholesaling. This is the path the legislature built. With a license the volume cap disappears. You do not need your own broker's license: a salesperson license held under a supervising broker satisfies the statute (see Loophole 3)
• Do one deal in any 12-month period. Below the "two or more occasions" line the definition does not reach you
• Buy the property, take title, and actually hold it, then resell. The statute regulates dealing in contracts, not selling property you own, and the owner exemption in § 54.1-2103(A)(1) covers acts done "in the regular course of or incident to the management of the property and the investment therein." A genuine hold-and-resell is clean; a minutes-long double close is grayer because that management qualifier may not be met (see Loophole 2)
• Wholesale in other states. HB 917 governs Virginia real estate; your operation elsewhere is untouched by it

The Loopholes

1. Stay Under the Volume Trigger: One Deal Per 12 Months (Clean, but not a business)

The definition only captures someone acting "on two or more occasions within a 12-month period." A single assignment in a rolling 12 months sits outside the trigger words. This is clean but useless at scale: it converts wholesaling from a business into an annual event. Also remember "offers" may count as occasions (see gaps), so one closed deal plus continued marketing of a second contract is not a safe picture.

2. Take Title and Resell (Gray, the owner exemption carries a management qualifier)

The owner exemption is real and now quotable. Va. Code § 54.1-2103(A)(1) exempts any person who "as owner or lessor perform any of the acts enumerated in § 54.1-2100 ... with reference to property owned or leased by them, where the acts are performed in the regular course of or incident to the management of the property and the investment therein." So buying property, taking title, and selling it is exempt owner activity, not covered brokerage.

The catch is the last clause. The exempt acts must be "in the regular course of or incident to the management of the property and the investment therein." A true double close, where you take title and resell within minutes purely to flip a contract you never intended to hold, is hard to describe as managing the property or the investment in it. A regulator or a seller's attorney can argue the back-to-back close is the same assign-for-a-fee activity dressed up as momentary ownership, and that the management qualifier was never met. Outright ownership with an actual hold period sits comfortably inside the exemption; a same-day flip is litigation bait. Cost either way: transactional funding fees, two sets of closing costs, and Virginia transaction taxes. Talk to a Virginia attorney before building a high-volume model on back-to-back closings.

3. Get Licensed (Clean)

If Virginia is a core market, the license is the clean, scalable answer, and you do not need your own broker's license to comply. Va. Code § 54.1-2100 defines a "real estate salesperson" as anyone "employed either directly or indirectly by, or affiliated as an independent contractor with, a real estate broker to perform the duties of a real estate broker for compensation or valuable consideration." In plain terms, a licensed salesperson working under a supervising broker can perform the same acts the broker definition captures, so a salesperson license held under a broker satisfies the statute; you are not forced to qualify as a full broker yourself. Friction: coursework, exams, affiliation with and oversight by a principal broker, plus the agency duties and disclosure standards that come with any license. Ask a Virginia licensing attorney or the Real Estate Board which path fits your business.

4. Keep Deals Inside a Private Investor Network (Closed as a legal shield)

The Chico report lists private, off-market assignments as a possible strategy, on the theory that private deals draw less oversight. Test it against the trigger words: the definition requires only dealing in contracts, two occasions, and compensation. There is no public-marketing element to escape. A private assignment for a fee is still a covered occasion. Lower visibility is not a legal defense, so treat this as detection avoidance, not compliance, and do not rely on it.

5. Act as Principal, Not Middleman (Gray)

The Chico report suggests structuring so you are the principal buyer or seller rather than an intermediary. Where that means actually taking title, it collapses into Loophole 2 and works. Where it means relabeling the same assign-for-a-fee activity, the trigger words still describe what you did: you dealt in an assignable contract for compensation. Substance controls over labels. Litigation bait, talk to a Virginia attorney.

Penalties If You Violate It

• Unlicensed brokerage exposure. Operating past the two-deal line without a license is unlicensed real estate practice, bringing regulatory enforcement, civil penalties, and administrative discipline per the third-party industry report
• Fines and lawsuits per the Chico report, including private disputes with sellers or buyers who learn their wholesaler was operating illegally
• Deal risk: an unlicensed operator's fee agreements are a soft target when a party wants out or wants the fee back
• Exact penalty amounts, and whether criminal charges attach, are not quoted in our sources (see gaps). Treat the downside as serious and unquantified until verified

Quick Reference

This is an analysis of the statute and secondary sources, not legal advice. Confirm your deal structure with a Virginia real estate attorney, especially whether a same-day double close satisfies the owner exemption's "regular course of management" qualifier.

Sources: Va. Code §§ 54.1-2100 and 54.1-2103 (as amended by 2024 Acts of Assembly Ch. 459, HB 917); a third-party industry report and Chico report 1.2 (Virginia sections).