Ohio Wholesaling Laws: SB 155 Compliance Guide (ORC 5301.95)

Ohio Senate Bill 155, codified as ORC 5301.95, takes effect approximately March 2, 2026. It creates the most prescriptive wholesaling disclosure requirements in the United States. No other state law spells out the exact format, content, and timing of disclosures to this level of detail. If you wholesale in Ohio — or plan to — here is what you need to know.

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 ORC 5301.95 requires

The law regulates the assignment of residential real estate purchase contracts. Specifically, if you enter into a purchase contract with the intent to assign that contract to a third party for profit, you must provide specific disclosures to the seller before the contract is signed.

The scope of the law is narrow but clear. It applies to assignment transactions involving residential real property. If you are buying a property outright and reselling it (double close), you are not assigning a contract — you are conducting a standard real estate sale, and ORC 5301.95 does not apply.

The requirements break down into three categories: a separate disclosure document with specific formatting and content requirements, a mandatory 3-business-day cancellation window for the seller, and marketing restrictions on how you represent yourself and the transaction.

Assignment vs double close in Ohio

Understanding which transaction type you are doing is critical because it determines whether ORC 5301.95 applies to your deal.

Assignment: You sell your equitable interest — your contract rights — to an end buyer. You never take title to the property. The seller closes directly with your end buyer. ORC 5301.95 requirements apply in full. You must provide the separate disclosure document, honor the 3-day cancellation window, and follow the marketing rules.

Double close: You purchase the property from the seller in one transaction (A-to-B), take title, and then resell to your end buyer in a second transaction (B-to-C). You own the property, however briefly. Because you are not assigning a contract, ORC 5301.95 does not apply. You are a property owner selling your own property, which is a standard real estate sale governed by existing Ohio real estate law.

The 3-business-day cancellation window is the detail that may push some Ohio wholesalers toward double closing. On a time-sensitive deal where you need to start marketing immediately, the mandatory cooling-off period adds delay. If the seller cancels during that window, you lose the deal entirely. Double closing eliminates this risk because the disclosure and cancellation requirements do not apply — but double closing comes with higher transaction costs (roughly 2-3% extra in closing fees, double title insurance, and the need for purchase funds or transactional lending).

For most wholesalers doing standard assignment deals, compliance with ORC 5301.95 is straightforward. The cancellation window is a planning consideration, not a dealbreaker.

The separate disclosure document

Ohio does not allow you to bury disclosures inside the purchase contract. The law requires a standalone disclosure document that is physically separate from the purchase agreement. This is a distinctive feature of Ohio's approach — most other states with wholesaling laws simply require disclosure language in or alongside the contract.

The formatting requirements for this document are specific:

• Separate document. The disclosure must be its own standalone document. It cannot be an addendum attached to the purchase contract, a paragraph within the contract, or combined with other forms.
• Boldface type. The entire disclosure must be printed in boldface.
• Minimum 12-point font. The text must be at least 12-point type. No fine print, no reduced sizing.
• Delivered before contract execution. The seller must receive and review this document before they sign the purchase contract. Delivering it at the same time as the contract is not sufficient. The seller needs the disclosure first, then the contract.

The intent is clear: Ohio wants sellers to understand exactly what they are agreeing to before they commit. The formatting requirements ensure the disclosure is prominent and readable, not buried in legalese or lost in a stack of closing documents.

What the disclosure must say

The content requirements are equally specific. The disclosure document must inform the seller of all of the following:

1. You are not the owner of the property. The seller must understand that you do not currently own and are not purchasing the property for your own use or investment. You are entering the contract with the intent to assign it.
2. You intend to assign the contract to a third party. The seller must be told that your plan is to transfer your contract rights to another buyer who will ultimately close on the property.
3. You intend to profit from the assignment. There must be a clear statement that you will receive compensation — an assignment fee — from this transaction.
4. The amount of your anticipated profit or assignment fee. You must disclose the dollar amount of your expected assignment fee, or if the exact amount is not yet known, provide a good-faith estimate. This is one of the most significant requirements because it gives the seller visibility into your economics.
5. The seller has the right to cancel within 3 business days. The disclosure must explain the cancellation window (more on this below).
6. The seller has the right to consult an attorney before signing. The seller must be informed that they can and should seek legal counsel before committing to the transaction.

Every one of these items must appear in the disclosure document. Missing any single item means you have not complied with the statute, which could make the contract voidable.

The 3-business-day cancellation window

This is the provision that makes Ohio's law unique among all state wholesaling regulations. After the seller signs the purchase contract, they have 3 business days to cancel the agreement for any reason.

Key details of the cancellation window:

• Mandatory. The cancellation right cannot be waived. You cannot include language in the contract that asks the seller to give up this right. Any such waiver is void.
• 3 business days. Business days exclude weekends (Saturday and Sunday) and state and federal holidays. If the seller signs on a Wednesday, the cancellation window runs through the following Monday (assuming no holidays). If they sign on a Thursday, the window runs through Tuesday.
• No reason required. The seller can cancel for any reason or no reason. They do not need to justify their decision.
• Contract is void upon cancellation. If the seller exercises this right, the purchase contract is void. You must return any earnest money deposit in full.
• Cancellation must be disclosed. The right to cancel must be clearly explained in the separate disclosure document. The seller cannot exercise a right they do not know about.

The practical impact of this window is significant for how you manage your deal pipeline. Do not begin marketing the deal to end buyers until the 3-business-day cancellation period has expired. If you blast the deal to your buyer list on day one and the seller cancels on day two, you have marketed a deal you cannot deliver. Wait for the window to close before taking any action on the disposition side.

This also affects your timeline calculations. A standard wholesale deal might take 30 days to close. In Ohio, you effectively lose 3-5 calendar days at the front end due to the cancellation window. Plan your contract periods accordingly — consider adding a few extra days to your closing timeline to account for this.

Marketing rules

ORC 5301.95 also addresses how you represent yourself when marketing an assignment deal. These rules apply to every form of communication with potential end buyers:

• Do not represent yourself as the property owner. In your email blasts, text messages, social media posts, website listings, and any other marketing, do not say or imply that you own the property. You are the contract holder.
• Identify yourself as a contract holder. Your marketing should make clear that you hold the property under contract and are offering your contract rights (equitable interest) for assignment.
• Reference contract rights, not property. Use language like "contract for assignment," "assignment of purchase agreement," or "equitable interest available." Do not use "house for sale," "property for sale," or similar language that implies ownership.
• Include disclosure language in all marketing. While the statute focuses on seller disclosures, best practice is to include a brief statement in buyer-facing marketing that identifies you as the assignor and notes that this is an assignment transaction.

These marketing requirements align with what is already considered best practice in every state. If you are already properly disclosing your position in your marketing materials, Ohio's requirements should not require significant changes to your process.

Penalties

Non-compliance with ORC 5301.95 carries real consequences:

• Voidable contract. If you fail to deliver the required disclosures, or if the disclosure document does not meet the formatting and content requirements, the purchase contract may be voidable at the seller's option. This means the seller can walk away from the deal even after the cancellation window has passed.
• Damages. The seller can seek actual damages resulting from your failure to comply. This could include costs incurred in reliance on the contract, lost opportunity costs, or other provable harm.
• Ohio Attorney General enforcement. The Ohio AG can pursue enforcement actions under the state's consumer protection statutes (Ohio Consumer Sales Practices Act). This can result in injunctions, civil penalties, and restitution orders.
• Civil liability. Beyond statutory penalties, non-compliance opens you up to civil lawsuits from sellers who feel they were misled or did not receive proper disclosures.

The penalty structure is designed to incentivize compliance rather than punish honest mistakes. If you follow the requirements — separate document, boldface, 12-point font, all six disclosure items, delivered before contract signing — you are protected. The penalties target wholesalers who skip disclosures entirely or try to bury them.

Compliance checklist

Follow these steps for every assignment deal in Ohio after March 2, 2026:

1. Prepare the disclosure document. Create a standalone disclosure document that is separate from your purchase contract. Use boldface type, minimum 12-point font. Include all six required disclosures: you are not the owner, you intend to assign, you intend to profit, the anticipated fee amount or good-faith estimate, the 3-day cancellation right, and the right to consult an attorney.
2. Deliver the disclosure before the contract. Present the disclosure document to the seller and give them time to review it before presenting the purchase contract. Document the delivery — have the seller sign and date the disclosure with the time of receipt if possible.
3. Execute the purchase contract. After the seller has received and reviewed the disclosure, proceed with the purchase contract signing.
4. Wait out the cancellation window. Mark your calendar for 3 business days after contract execution. Do not begin marketing the deal until this window has expired without cancellation.
5. Begin marketing after the window closes. Once the cancellation period has passed, proceed with marketing the deal to your buyer list. Use compliant language — identify yourself as the contract holder, not the property owner.
6. Use compliant marketing language. In all email blasts, text messages, deal packages, and social media posts, clearly state that this is an assignment of contract. Do not represent yourself as the owner.
7. Disclose the assignment fee to the end buyer. While the statute focuses on seller disclosures, transparency with your end buyer about the assignment fee is best practice and may be required by the terms of your assignment agreement.
8. Keep records. Retain copies of the signed disclosure document, the purchase contract, all marketing materials, and any cancellation-related communications. Keep these records for at least 3 years.
9. Close the assignment. Proceed to closing through a title company familiar with assignment transactions in Ohio. Ensure the closing agent has copies of your disclosure document.

Frequently asked questions

Does ORC 5301.95 apply to commercial properties?

The statute specifically addresses residential real estate purchase contracts. Commercial property assignments are governed by existing Ohio contract law and do not fall under the specific disclosure and cancellation requirements of ORC 5301.95. However, general contract law principles regarding good faith and fair dealing still apply to commercial assignments.

Can I include the disclosure language inside my purchase contract instead of a separate document?

No. The law explicitly requires a separate disclosure document. An addendum, rider, or paragraph within the purchase contract does not satisfy this requirement. The document must stand alone, be formatted in boldface at minimum 12-point font, and be delivered to the seller before they sign the purchase contract. This is not a suggestion — it is a statutory requirement.

What if I do not know my exact assignment fee when I sign the contract?

The statute allows for a good-faith estimate if the exact amount is not yet determined. Most wholesalers have a target assignment fee range in mind when they put a property under contract. Provide that estimate honestly. If the actual fee ends up differing significantly from your estimate, document why. The key is transparency and good faith, not precision to the penny.

Does the 3-day cancellation window apply if I am doing a double close?

No. ORC 5301.95 applies to the assignment of residential purchase contracts. If you are purchasing the property outright (A-to-B closing) and then reselling it (B-to-C closing), you are not assigning a contract. The disclosure requirements and cancellation window do not apply to double-close transactions.

What happens if the seller tries to cancel after the 3-day window?

Once the 3-business-day cancellation window has expired, the seller's statutory right to cancel under ORC 5301.95 has lapsed. The contract is binding under its own terms. Any cancellation after the window would be governed by the contract's termination provisions and general Ohio contract law — not by the wholesaling statute. The standard remedies for breach of contract would apply.

For context on how Ohio compares to other states, see our guides on Indiana (HEA 1068), Texas (SB 1577), and our full compliance hub.