Indiana Wholesaling Laws: HEA 1068 Compliance Guide

Indiana House Enrolled Act 1068, effective July 1, 2024, creates IC 32-21-16.5: "Disclosure Requirements for Real Estate Wholesaling." Indiana is unique among states that have passed wholesaling legislation because it does not just regulate the contract between you and the seller. It requires disclosures on every marketing touchpoint for assignment deals — every email blast, every text message, every deal package, every social media post.

If you wholesale in Indiana using assignments, every piece of buyer-facing communication needs compliant language. Here is what the law requires and how to implement it.

This page is part of our state-by-state wholesaling compliance guide. For a broader overview of wholesaling legality nationwide, see our wholesaling legal guide.

What HEA 1068 requires

The law creates specific disclosure requirements for anyone who markets a residential property they hold under contract but do not own. In practical terms, if you put a property under contract and then market it to your buyer list as an assignment deal, every piece of marketing you produce must include specific disclosure language.

The key distinction is the same one that matters in every state: these requirements apply when you are selling equitable interest (your contract rights), not when you have taken title to the property. The law targets the marketing of assignment deals, not the marketing of properties you own.

Indiana's approach is broader than most states because it does not limit disclosure requirements to the purchase contract or a separate disclosure form. It extends them to all marketing materials. This means compliance is not a one-time checkbox at contract signing. It is an ongoing obligation that applies to every communication you send about the deal.

Assignment vs double close in Indiana

Assignment: You hold the property under contract and market your contract rights to end buyers. The marketing disclosure requirements of IC 32-21-16.5 apply to every piece of communication you send. You must disclose your status as a contract holder, your intent to assign, your assignment fee, and your contact information on all marketing materials.

Double close: You purchase the property (A-to-B closing), take title, and then resell to your end buyer (B-to-C closing). Because you own the property when you market it, you are marketing your own real estate. The special wholesale marketing disclosures under IC 32-21-16.5 do not apply. Standard Indiana real estate marketing rules govern your B-to-C sale.

Indiana's broad marketing disclosure requirement is the reason some wholesalers in the state prefer double closing for certain deals. If you are marketing to a large buyer list and prefer not to publicly disclose your assignment fee on every email and text, double closing gives you that flexibility — at the cost of higher transaction expenses (roughly 2-3% in additional closing costs, double title insurance, and the need for purchase funds or transactional lending).

For most wholesalers, compliant assignment marketing is straightforward once you have a disclosure template in place. The extra cost and complexity of double closing is not worth it solely to avoid disclosure — unless you have specific deal-level reasons to prefer it.

Disclosure on all marketing materials

This is the core of Indiana's law and what sets it apart from other states. Every piece of marketing for an assignment deal must include the following:

• A statement that you hold the property under contract and are not the owner. The buyer must understand that you do not own the property. You are offering your contract rights for assignment.
• A statement that you intend to assign the contract for a fee. The buyer must know that this is an assignment transaction and that you will receive compensation.
• The amount of the assignment fee or a good-faith estimate. If you know your exact assignment fee, disclose it. If the fee will depend on the end buyer's offer, provide a good-faith estimate or range.
• Your name and contact information. The buyer must be able to identify you and reach you. This means your legal name (or business entity name) and a phone number, email address, or physical address.

The scope of "marketing materials" under the law is broad. It applies to:

• Email blasts to your buyer list
• Text messages and SMS campaigns
• Direct mail pieces and postcards
• Social media posts (Facebook, Instagram, X, TikTok, etc.)
• Website listings and deal pages
• Deal packages and PDF presentations
• Investor platform postings (InvestorLift, BatchLeads, etc.)
• Verbal solicitations (phone calls, in-person conversations)

There is no exception for informal communications. If you text a buyer "Hey, I've got a deal in Indianapolis — 3/2, $85K, ARV $140K" without including the required disclosures, you are not in compliance. Every touchpoint, every channel, every format.

What this looks like in practice

The good news is that compliance is not complicated once you build it into your templates. Here is what compliant vs non-compliant marketing looks like.

Non-compliant email blast:

New deal in Indianapolis! 3 bed / 2 bath ranch, 1,400 sqft. Great rental or flip opportunity. Asking $85,000. ARV $140,000. Repairs estimated at $25,000. Reply if interested.

This email does not mention that you are a contract holder, does not disclose the assignment, does not include your fee, and does not provide your contact information in the required format. A buyer reading this would reasonably assume you own the property.

Compliant email blast:

New assignment opportunity in Indianapolis! 3 bed / 2 bath ranch, 1,400 sqft. Great rental or flip opportunity. Asking $85,000. ARV $140,000. Repairs estimated at $25,000. Reply if interested.

Disclosure: This property is being offered as an assignment of contract. [Your Name / Your LLC] holds this property under a purchase agreement and is not the property owner. The contract will be assigned to the end buyer for an estimated assignment fee of $10,000. Contact: [Your Name], [Phone], [Email].

The difference is a short paragraph at the bottom of every communication. Here is a sample disclosure paragraph you can adapt for your own marketing:

Disclosure pursuant to IC 32-21-16.5: [Your Name / LLC] holds this property under a purchase contract and is not the property owner. This is an assignment of contract. The assignor intends to assign the contract for an estimated fee of $[amount]. Contact: [Name], [Phone/Email].

Build this into your email templates, your text message templates, your deal package footers, and your website listing pages. Once the language is in your templates, compliance becomes automatic.

For text messages where character limits are a concern, a condensed version:

Assignment deal — [Your LLC] is contract holder, not owner. Est. assignment fee: $[amount]. [Phone/Email].

The law does not specify a minimum length or exact wording for the disclosure. It requires that the information be present. A concise disclosure that covers all four elements (contract holder status, assignment intent, fee amount, contact info) satisfies the statute.

Penalties

Non-compliance with IC 32-21-16.5 carries consequences that can affect both individual deals and your broader business:

• Voidable contract. If the required disclosures are not made, the assignment contract may be voidable at the option of the buyer or, in some circumstances, the original seller. This means a closed deal could be unwound if it is later discovered that disclosures were missing from your marketing.
• Civil liability. Buyers or sellers who relied on your non-compliant marketing can pursue civil claims for damages. This could include the assignment fee itself, transaction costs, lost opportunity costs, or other provable harm.
• Indiana Attorney General enforcement. The Indiana AG can pursue enforcement under the state's consumer protection laws (Indiana Deceptive Consumer Sales Act). This can result in injunctions, civil penalties, and orders requiring restitution.
• Damages. A court may award actual damages and, in cases of willful non-compliance, could award additional relief. Attorney's fees may also be recoverable by the prevailing party in some circumstances.

The enforcement focus is on wholesalers who systematically fail to disclose — not on a single email where you accidentally omitted a phone number. That said, the law does not include a "good faith" exception, so consistent compliance across all marketing channels is important. Build the disclosure into your templates once and the risk drops to near zero.

Compliance checklist

Follow these steps for every assignment deal you market in Indiana:

1. Get the property under contract. Never market a property before you have a fully executed purchase agreement. This is a requirement in every state, and Indiana is no exception. Marketing before you have equitable interest is unlicensed brokerage.
2. Determine your assignment fee. Before you send your first piece of marketing, decide on your target assignment fee or fee range. You need this number for your disclosures. If you are flexible on the fee, use a good-faith estimate or state a range.
3. Build disclosure language into all marketing templates. Update your email blast template, your text message template, your deal package template, your website listing format, and your social media post templates to include the four required disclosure elements: contract holder status, assignment intent, fee amount, and your contact information.
4. Include disclosure on every communication. Every email, text, DM, social post, deal package, and verbal pitch about the deal must include the disclosure. No exceptions, no channels excluded.
5. Identify yourself as the contract holder, not the owner. In all communications, make clear that you hold the property under contract. Do not say "my property," "I'm selling," or use any language that implies ownership.
6. Use compliant marketing language. Reference "assignment of contract," "contract for assignment," or "equitable interest" — not "house for sale" or "property for sale."
7. Include your name and contact information. Every marketing piece must identify you by name (or your business entity name) and provide a way to contact you.
8. Keep copies of all marketing materials. Save every email, text message, social post, and deal package you send. If a dispute arises, your records of compliant marketing are your defense. Retain these records for at least 3 years.
9. Close through a title company familiar with assignments. Work with an Indiana title company that handles assignment transactions and understands the disclosure requirements. Provide them with copies of your disclosure-compliant marketing if requested.

Frequently asked questions

Does HEA 1068 apply if I only market to one or two buyers instead of blasting my whole list?

Yes. The law applies to all marketing materials, regardless of how many recipients receive them. Whether you send a deal to 500 buyers via email blast or text one buyer directly, the disclosure requirements apply. The scope is defined by the nature of the communication (marketing an assignment deal), not the size of the audience.

What if my assignment fee changes after I start marketing?

The law requires the amount of the assignment fee or a good-faith estimate at the time of marketing. If your fee changes — for example, if you originally estimated $10,000 but accept an offer that results in a $12,000 fee — your original disclosure was still a good-faith estimate at the time you made it. Best practice is to update your marketing materials to reflect the new fee if you continue to actively market the deal after the change. If the deal is already under contract with an end buyer, the final fee will be documented in the assignment agreement and closing statement.

Do I need to include the disclosure on private messages between me and a buyer I already have a relationship with?

If the message is about a specific assignment deal and includes property details, pricing, or any marketing content, yes. The law does not distinguish between marketing to strangers and marketing to existing contacts. A text to your go-to buyer that says "I've got a deal for you — 3/2, $85K, ARV $140K" is marketing. Include the disclosure.

Does the law apply to commercial properties?

IC 32-21-16.5-4 specifically addresses solicitations for the sale or purchase of a "residential, single-family home." Commercial property assignments and multifamily properties are governed by standard Indiana contract and commercial law. However, Indiana's deceptive consumer sales act (IC 24-5-0.5-11) uses broader "real estate" language, so operating transparently regardless of property type is prudent.

Can I use a double close to avoid the marketing disclosures?

Yes. If you purchase the property (A-to-B closing) and take title before marketing it for resale (B-to-C closing), you are marketing your own property. The assignment-specific disclosure requirements of IC 32-21-16.5 do not apply because you are not assigning a contract — you are selling a property you own. Double closing is a legitimate transaction structure, but it comes with higher costs: double closing fees, double title insurance, transfer taxes, and the need for purchase capital or transactional lending. For most deals, the cost of compliant assignment marketing (adding a disclosure paragraph to your templates) is far less than the cost of double closing.

For context on how Indiana compares to other states, see our guides on Ohio (SB 155 / ORC 5301.95), Texas (SB 1577), and our full compliance hub.