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

Ohio Senate Bill 155, codified as ORC 5301.95, took effect March 2, 2026 (signed December 1, 2025). It requires a wholesaler who contracts to buy a home to give the owner a separate, boldface disclosure — in wording the statute spells out — and to have it signed by both sides before any binding contract. 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 applies to "residential real property," which it defines as property improved by a building with one to four dwelling units. A "wholesaler" is anyone who, for a fee or other valuable consideration (or expecting one), enters into a purchase contract for residential property and either:

• As the buyer (grantee), assigns or novates that contract to someone else — the classic assignment deal; or
• As the seller (grantor), assigns or novates the contract to someone else without holding legal title to the property.

Assignments to a blood relative, or to a parent, affiliate, or subsidiary under common control, are excluded. Note that novations are covered, not just assignments. If you buy the property outright, take title, and then resell it in a separate transaction, you have not assigned or novated a contract, so the definition generally does not reach a true double close. Structures that hand off a contract without you taking title are a different story.

The requirements come down to one thing: a separate disclosure statement, signed and dated by the owner and the wholesaler before any binding contract. If you skip it, the owner gets a cancellation right that lasts until closing, and the violation is treated as a consumer sales practices violation. That is the whole statute — there is no fee disclosure, no fixed cooling-off period, and no marketing rule.

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 (or novation): You sell your equitable interest — your contract rights — to an end buyer, or replace yourself in the contract through a novation. You never take title to the property. ORC 5301.95 applies in full: you must give the owner the separate disclosure and have it signed before the contract is binding.

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). Because you are not assigning or novating the purchase contract, ORC 5301.95 generally does not apply. Be careful with how the B-to-C side is papered, though: the statute also covers a seller who assigns or novates a sale contract without holding title.

Because the disclosure is a single signed form, compliance on a standard Ohio assignment deal is straightforward. Many wholesalers will simply give the form on every Ohio residential deal rather than decide case by case.

Recording your interest: after you sign, you can record a memorandum of contract so your equitable interest appears in the county records and on any title search. Jurably files Ohio memorandums of contract online, from the same team as Deal Run.

The separate disclosure document

Ohio does not allow you to bury the disclosure inside the purchase contract. ORC 5301.95(B) requires a conspicuous written disclosure statement, separate from the purchase contract, given by the wholesaler (or the wholesaler's representative) to the record owner.

The formatting requirements for this document are specific:

• Separate document. The statement must be separate from the purchase contract or agreement.
• Boldface type. It must be printed in boldface.
• Minimum 12-point font. The text must be at least 12-point type.
• Signed and dated before the contract is binding. You may not enter into a binding contract until both you and the record owner have signed and dated the disclosure.

The intent is clear: Ohio wants owners to know they are dealing with a wholesaler before they commit.

What the disclosure must say

The statute gives the wording, and your form must be "in substantially the following form." Copy it from the statute itself rather than paraphrasing. In summary, the form tells the owner that:

1. Ohio law requires the disclosure, failing to present or complete it is an unfair or deceptive act, and an owner who doesn't receive it has a cause of action against the wholesaler.
2. The person presenting it is a wholesaler as defined by section 5301.95.
3. Everyone may seek legal or professional advice before signing any agreement, including one with a wholesaler.
4. The wholesaler acts on its own behalf and does not represent the owner.
5. The wholesaler may assign its interest to a third party without the owner's consent before closing, and may charge that buyer a separate fee for profit.
6. The agreed price may be below market value and is conveyed voluntarily.

The form ends with signature and date lines for both the property owner and the wholesaler. You do not have to state your assignment fee or expected profit — the form only says you may charge one.

The seller's cancellation right

Ohio does not give sellers a fixed cooling-off period. The cancellation right only comes into play if you fail to make the disclosure.

Key details, from ORC 5301.95(C):

• Triggered by a missing disclosure. If you enter a binding contract without first making the required disclosure, the owner may cancel the contract at any time before the close of escrow, without penalty.
• Earnest money goes to the owner. On that cancellation, the escrow or closing agent pays any earnest money you deposited to the owner within 30 days.
• No waiver. No oral or written agreement can modify or waive the disclosure duty or this remedy. Any contract term that tries is void.
• If you gave the disclosure, the statute adds no special cancellation right. Your contract's own terms govern.

The practical point: a deal without a signed disclosure can be cancelled by the owner right up to closing, after you have marketed it and lined up a buyer. Get the form signed first, every time.

Marketing rules

ORC 5301.95 does not regulate how you market a deal to end buyers. Still, accurate marketing is good practice in every state:

• 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." Avoid "house for sale," "property for sale," or similar language that implies ownership.
• Include disclosure language in your marketing. A brief statement in buyer-facing marketing that identifies you as the assignor and notes that this is an assignment transaction avoids confusion.

If you are already properly disclosing your position in your marketing materials, Ohio's law should not require changes on the buyer side.

Penalties

Non-compliance with ORC 5301.95 carries real consequences:

• Owner can cancel until closing. If you did not make the disclosure before a binding contract, the owner may cancel any time before the close of escrow without penalty, and your earnest money is paid to the owner.
• Consumer Sales Practices Act violation. Any violation of the section is an unfair or deceptive act under ORC 1345.02.
• Private lawsuits. A party who signs without receiving the disclosure can sue the wholesaler and is entitled to the same relief a consumer gets under ORC 1345.09.
• Ohio Attorney General enforcement. The Attorney General has all of its Consumer Sales Practices Act powers and remedies to enforce the section.

If you follow the requirements — separate document, boldface, 12-point font, the statutory wording, signed and dated by both of you before the contract is binding — you avoid all of this.

Compliance checklist

Follow these steps for every residential (1–4 unit) assignment or novation deal in Ohio from March 2, 2026 on:

1. Prepare the disclosure document. Create a standalone disclosure statement, separate from your purchase contract, in boldface type, minimum 12-point font, using the wording in ORC 5301.95(B).
2. Get it signed before the contract. Have the owner and yourself sign and date the disclosure before any binding contract. Keep the signed original.
3. Execute the purchase contract. Only after the disclosure is signed and dated by both of you.
4. Market with accurate language. Identify yourself as the contract holder, not the property owner. This isn't required by the statute, but it is good practice.
5. 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.
6. Be transparent with your end buyer. The statute focuses on the owner, but transparency with your end buyer about the assignment fee is good practice and may be required by the terms of your assignment agreement.
7. Keep records. Retain copies of the signed disclosure document, the purchase contract, and all marketing materials. Keep these records for at least 3 years.
8. Close the assignment. Proceed to closing through a title company familiar with assignment transactions in Ohio. Ensure the closing agent has a copy of your signed disclosure.

Frequently asked questions

Does ORC 5301.95 apply to commercial properties?

No. The statute covers "residential real property," defined as property improved by a building with one to four dwelling units. Commercial property and residential buildings with five or more units fall outside it and are governed by general Ohio contract and license law.

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

No. The law requires a disclosure statement separate from the purchase contract, in boldface at minimum 12-point font, signed and dated by the owner and the wholesaler before the contract becomes binding. A paragraph inside the purchase contract does not satisfy it.

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

Ohio does not require you to disclose your fee. The statutory form simply tells the owner that you may assign your interest and charge the third-party buyer a separate fee for profit, and that the agreed price may be below market value. You can still choose to share your expected fee — but it is not a legal requirement.

Does the cancellation right apply if I am doing a double close?

Generally no. The statute covers wholesalers who assign or novate a purchase contract, plus sellers who assign or novate a sale contract without holding title. In a true double close you take title at the first closing and resell, so you are not assigning or novating the contract. If your structure hands off a contract before you hold title, assume the law applies and give the disclosure.

What happens if the seller tries to cancel after signing?

It depends on whether you gave the disclosure. If you did — signed and dated by both of you before the contract was binding — ORC 5301.95 gives the seller no special right to cancel, and the contract's own termination terms and general Ohio contract law apply. If you did not, the seller can cancel at any time before the close of escrow without penalty, and your earnest money goes to the seller.

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