North Dakota Wholesaling Laws: HB 1125 Compliance Guide

North Dakota regulates wholesale real estate transactions through disclosure requirements, not licensing restrictions. NDCC §43-23-24 requires wholesalers to provide specific written disclosures to all parties. House Bill 1125, effective August 1, 2025, expanded these requirements from residential properties only to all real estate transaction types. If you wholesale in North Dakota, here is exactly what the law requires and how to comply.

This guide is structured as a practical reference. Each section tells you what to do, when to do it, and what happens if you do not. If you are looking for the broader national picture, see our state-by-state wholesaling legal guide.

Background: The Original Law and HB 1125

North Dakota first addressed wholesale real estate transactions by adding §43-23-24 ("Wholesale buyers and sellers — Disclosure") to the North Dakota Century Code. The original version, enacted in 2021, defined a "wholesaler" and established written disclosure requirements — but limited the law's scope to residential real property with fewer than five dwelling units. Commercial properties, agricultural land, and larger residential complexes were not covered.

House Bill 1125, passed during the 69th Legislative Assembly and signed by the governor on April 9, 2025, amended sections 43-23-06.1, 43-23-08, 43-23-13.1, and 43-23-24 of the North Dakota Century Code. The critical change: removing the residential property restriction from the wholesaling statute. Effective August 1, 2025, the disclosure requirements apply to all real estate wholesale transactions in North Dakota — residential, commercial, agricultural, unimproved land, and every other property type.

This expansion follows a national trend. Texas SB 1577, Arizona ARS 44-5101, and Oklahoma SB 1075 all apply their wholesaling regulations to all property types. North Dakota's original residential-only scope was increasingly seen as a gap, and HB 1125 closed it.

The full text of HB 1125 and the amended sections are available through the North Dakota Legislative Branch.

What NDCC 43-23-24 Requires

The statute is straightforward. It defines who is a wholesaler, what must be disclosed, to whom, and what happens if you do not comply.

Definition of "wholesaler"

A "wholesaler" under North Dakota law means a person that enters an agreement to make income or profit from the transfer of or equitable interest in real property. If you sign a purchase contract with the intent to assign it or otherwise profit from your equitable position, you are a wholesaler under this statute.

Required disclosures

A wholesaler must disclose in writing to all parties to the agreement three specific things:

1. That you hold an equitable interest in the property. Your position is based on a contract, not on ownership. You have rights under a purchase agreement, but you do not hold title.
2. That you may not be able to convey title to the property. Because you do not own the property, you cannot guarantee the ability to deliver a deed. The seller retains title until closing.
3. That you intend to make a profit or income from the transfer of the equitable interest. This is a profit-motive disclosure. All parties must understand you are in the transaction for financial gain, not as an end-user buyer.

All three disclosures are required. Missing any one of them constitutes a violation. The disclosures must be in writing — verbal communication does not satisfy the statute. There is no state-mandated form, but the language must be clear and present in documents provided to all parties before closing.

Who Must Receive the Disclosures

The statute says "all parties to the agreement." In practice, this means:

• The seller (property owner): The person who signed the original purchase contract with you. They must receive written disclosure that you are a wholesaler, that you hold equitable interest only, and that you intend to profit from the transfer.
• The end buyer (assignee): The person purchasing your contract rights. They must receive the same three-part written disclosure so they understand the nature of the transaction.
• Any other parties to the agreement: If there are additional parties involved (co-signers, entities, intermediaries), they should receive disclosures as well.

The safest approach: include disclosure language in the purchase contract, in a standalone disclosure document signed by the seller, and in the assignment agreement provided to the end buyer. Belt-and-suspenders compliance eliminates ambiguity.

Assignment vs Double Close

Both transaction structures are legal in North Dakota. The disclosure requirements under NDCC 43-23-24 apply specifically to the transfer of equitable interest, which describes an assignment transaction.

Assignment of contract: You sell your equitable interest — your contract rights — to an end buyer. One closing occurs between the original seller and the end buyer. Your assignment fee is paid from closing proceeds. All three written disclosures under NDCC 43-23-24 apply in full.

Double close: You purchase the property at one closing, take title, then resell to the end buyer at a second closing. You own the property at the time of resale. Because you are selling property you hold title to, you are not transferring equitable interest — the wholesaling-specific disclosures may not apply.

Penalties for Non-Compliance

NDCC 43-23-24 provides a specific enforcement mechanism: if a wholesaler violates the disclosure requirements, the seller may cancel the contract for sale at any time before the close of escrow without penalty, and the seller may retain any earnest money paid by the wholesaler.

This is a self-executing remedy. The seller does not need to file a complaint or go to court to exercise this right. At any point before closing, a seller who was not properly informed can walk away from the deal, keep your earnest money, and you have no recourse.

Additional enforcement considerations:

• NDREC oversight: The North Dakota Real Estate Commission has enforcement authority over real estate transactions. While the primary statutory penalty is contract cancellation and earnest money forfeiture, NDREC may investigate patterns of non-compliance, particularly if complaints are filed.
• Deal collapse risk: Beyond the formal penalty, non-disclosure creates practical risk at every stage. Title companies may flag the transaction, sellers may object once they understand the structure, and end buyers may walk away from deals where the chain of disclosure is unclear.
• All property types now covered: After HB 1125, you cannot assume a commercial or land deal is exempt. The same penalties apply to every property type.

Compliance Checklist

Use this checklist for every North Dakota wholesale deal.

Before contract signing

1. Prepare your three-part disclosure document stating: (a) you hold equitable interest, (b) you may not be able to convey title, and (c) you intend to profit from the transfer.
2. Consider adding "and/or assigns" to the buyer name field in the purchase contract to signal assignment intent.
3. Include an assignment provision in the purchase contract if you plan to assign.

At contract signing

1. Provide the written disclosure document to the seller. Have them sign and date it acknowledging receipt.
2. Keep a signed copy for your records.

Before marketing

1. Confirm you have a fully executed purchase contract before creating any marketing materials.
2. Include disclosure language in your marketing materials — state that you hold equitable interest and are selling contract rights, not the property itself.
3. Do not advertise as if you own the property.

Before assignment

1. Provide the three-part written disclosure to the end buyer before they sign the assignment agreement.
2. Have the buyer acknowledge receipt in writing.
3. Include the disclosure language in the assignment agreement itself.

At closing

1. Confirm that signed disclosures are in the deal file for both seller and buyer.
2. Retain copies of all disclosures, the purchase contract, the assignment agreement, and samples of your marketing materials.

Frequently Asked Questions

Do I need a real estate license to wholesale in North Dakota?

No. North Dakota does not require a real estate license to assign your own purchase contracts. The state regulates wholesaling through disclosure requirements under NDCC 43-23-24, not through licensing restrictions. If you provide the required three-part written disclosure to all parties, you can wholesale without a license. However, if your activity crosses into brokering deals on behalf of others without having equitable interest yourself, licensing requirements under the NDREC may apply.

What changed with HB 1125?

Before HB 1125, the disclosure requirements in NDCC 43-23-24 applied only to residential properties with fewer than five dwelling units. HB 1125, effective August 1, 2025, removed this limitation. The disclosure requirements now apply to all real estate wholesale transactions — residential, commercial, agricultural, land, and every other property type. If you wholesale any type of real property in North Dakota, the disclosure rules apply.

Does NDCC 43-23-24 apply to double closings?

The disclosure requirements apply to the transfer of equitable interest in real property. In a double close, you take title at the first closing and sell property you own at the second closing. Because you are not transferring equitable interest in the second transaction, the wholesaling-specific disclosures may not apply. However, you should still operate transparently and consult a North Dakota attorney for your specific deal structure. And remember: if you market the property before taking title, you still hold equitable interest at the time of marketing, which may trigger disclosure obligations regardless of your intended closing structure.

What if the seller finds out I am a wholesaler after signing?

If you did not provide the required written disclosures, the seller can cancel the contract at any time before the close of escrow without penalty and retain your earnest money. This right exists until closing. Even if the seller initially does not object, discovering later that you are a wholesaler who failed to disclose gives them an exit with no consequences. Proper disclosure at the outset prevents this scenario entirely.

Does this apply to virtual wholesaling from out of state?

North Dakota law applies to North Dakota properties regardless of where you are physically located. If you are assigning a purchase contract on real property in North Dakota, NDCC 43-23-24 disclosure requirements apply. Virtual wholesalers targeting North Dakota markets need to build these disclosures into their standard workflow.

Disclaimer

This guide is for informational purposes only and does not constitute legal advice. Laws and regulations change, and the application of any statute depends on the specific facts of your situation. Consult a licensed North Dakota real estate attorney before relying on this information for any particular transaction. Deal Run provides tools and information to help wholesalers operate more effectively — we are not a law firm and do not provide legal services.