February 18, 2026

Oregon Wholesaling Laws: HB 4058 Registration & Disclosure Guide

Oregon took a distinctive approach to wholesaling regulation. Rather than banning the practice or requiring a full real estate license, House Bill 4058 created a dedicated registration category for wholesalers and mandated specific written disclosures. Effective July 1, 2025, anyone conducting residential property wholesaling in Oregon must register with the Oregon Real Estate Agency (OREA) and follow a detailed disclosure framework. Here is exactly what the law requires and how to comply.

This guide covers the registration process, disclosure requirements, cancellation rights, and penalties under HB 4058. If you are looking for the broader national picture, see our state-by-state wholesaling legal guide.

What HB 4058 Actually Says

HB 4058 (Chapter 3, 2024 Oregon Laws) defines "residential property wholesaling" as the marketing of residential property where the marketer has only an equitable interest or an option to purchase and, at the time of marketing, the marketer has held such interest or option for fewer than 90 days and invested less than $10,000 in land development or improvement costs associated with the property.

This definition is worth reading carefully. It contains two thresholds that determine whether the law applies: the 90-day holding period and the $10,000 improvement investment. If you have held your interest for 90 days or more, or if you have invested $10,000 or more in improvements, the transaction does not meet the definition of residential property wholesaling and HB 4058's requirements do not apply. These thresholds are designed to distinguish wholesaling from fix-and-flip activity.

The law does not prohibit wholesaling. It creates a regulatory framework: register, disclose, and give parties a cooling-off period. If you follow the rules, you can wholesale in Oregon. If you do not, the consequences are severe enough to make compliance the obvious choice.

The Oregon Real Estate Agency provides a full overview at oregon.gov/rea.

Registration Requirements

If you are conducting residential property wholesaling in Oregon and you are not a licensed broker or principal broker, you must register with OREA before engaging in any wholesaling transactions. Here is what registration involves.

Complete the online application through the Oregon Real Estate Agency portal.
Provide all business names you will use in connection with wholesaling activities.
Complete a criminal background check including fingerprinting. OREA must clear your criminal records check before your registration is active.
Pay the $300 annual registration fee.

Registration must be renewed annually by June 30, with a $300 renewal fee. Operating without a current, valid registration is a violation of the law.

Licensed broker exemption: If you hold an active Oregon broker or principal broker license, you do not need to register separately as a wholesaler. However, you must still provide the required written disclosures — there is a separate disclosure form specifically for licensees.

Disclosure Requirements

Oregon's disclosure framework is among the most detailed in the country. The disclosure must be provided to every party, it has specific formatting requirements, and it must appear in advertising. OREA provides standardized forms that satisfy all requirements.

Who receives the disclosure

Sellers — before entering into the wholesaling transaction
Buyers — before entering into the purchase or assignment agreement
Real estate brokers — any broker assisting with the transaction

Format requirements

The disclosure must appear in at least 10-point bold type. It must include plain-language definitions of equitable interest, assignment rights, and buyer and seller protections. OREA provides two standardized disclosure forms:

Residential Property Wholesaler Written Disclosure — for registered wholesalers
Residential Property Wholesaler Written Disclosure for real estate licensees — for licensed brokers and principal brokers conducting wholesaling

Using the official OREA forms is the simplest way to ensure compliance. Creating your own disclosure risks missing a required element.

Advertising requirements

The disclosure must appear in all property advertising. There is one carve-out: social media posts are exempt from including the full disclosure text if they link to a page containing the complete disclosure. All other advertising — email blasts, listing pages, flyers, print materials — must include the disclosure directly.

Three-Day Cancellation Right

After receiving the required disclosure, parties to the transaction have a three-business-day cancellation window. The party can deliver written notice of cancellation any time before midnight at the end of the third business day after receiving the disclosure. Cancellation is without penalty — no damages, no liability, no forfeiture of deposits.

This cooling-off period is a statutory protection that cannot be waived or shortened by contract. It gives sellers and buyers time to review the disclosure, understand the transaction, and consult with advisors before committing.

What if you never provide the disclosure? If the wholesaler fails to provide the required disclosure before entering into the transaction, the seller's cancellation right never expires. The seller can cancel the contract at any time before closing without penalty and retain any earnest money or deposits the wholesaler paid. This is the law's most powerful enforcement mechanism — skip the disclosure and you give the seller a permanent exit with your money.

Assignment vs Double Close in Oregon

Both structures are available, but the compliance requirements differ based on timing and what you hold when you market.

Assignment: You assign your equitable interest to the end buyer. HB 4058's full registration and disclosure framework applies. You must register with OREA, provide disclosures to all parties, include disclosure language in advertising, and respect the three-day cancellation window. The assignment fee is visible on the settlement statement — full transparency on what every party pays and receives.

Double close: You purchase the property, take title, and then sell it. If you market only after taking title, you are selling property you own and the wholesaling provisions may not apply. However, marketing before title transfer — even with the intent to double close — may still trigger HB 4058 because you hold only equitable interest during the marketing phase.

Important timing distinction: One advantage of a double close is that your profit margin stays private — each party sees only their own closing statement and the spread is not visible on a single settlement. However, this privacy advantage only applies if you market the property after taking title. In a simultaneous close — where you market while still under contract to purchase — you hold equitable interest only, the same position as any wholesaler. Oklahoma's SB 1075 (effective November 2025) explicitly includes simultaneous double closings in its wholesaling definition. The trend is toward closing this perceived loophole. Structure your compliance around what you hold at the time you market, not what you plan to hold at closing.

Penalties for Non-Compliance

Oregon's enforcement provisions are designed to make non-compliance more expensive than compliance. The penalties affect your bottom line on every deal where you cut corners.

Unlimited seller cancellation: If the disclosure is not provided, the seller can cancel the contract at any time before closing — not just within the three-day window — and retain all earnest money and deposits. A seller can wait until you have invested significant time and money into the deal, then cancel without consequence.
Attorney fee shifting: The prevailing party in any dispute arising from non-compliance is entitled to recover all reasonable attorney fees, costs, and expenses from the wholesaler. This one-directional fee-shifting provision means that if the seller or buyer wins, you pay their legal costs on top of any damages.
OREA enforcement: Operating without a valid registration subjects you to enforcement action by the Oregon Real Estate Agency, including investigation, citation, and administrative penalties.

The math is straightforward. Registration costs $300 per year. The disclosure is a standardized form. The three-day cancellation window is a brief delay. Compare that to losing your earnest money, paying the other side's attorney fees, and having the deal collapse — compliance is not optional, it is the minimum cost of doing business in Oregon.

Compliance Checklist

Use this checklist for every Oregon residential wholesaling transaction.

Before your first deal

Register with OREA as a Residential Property Wholesaler ($300 annual fee, background check required).
Download the official OREA Residential Property Wholesaler Written Disclosure form.
Build the three-day cancellation window into your deal timeline template.

For each deal

Confirm the transaction meets the definition: equitable interest held for fewer than 90 days and less than $10,000 invested in improvements.
Provide the written disclosure to the seller before entering into the contract.
Allow the three-business-day cancellation window to expire before proceeding with marketing.
Include the disclosure in all advertising materials. For social media, link to a page containing the full disclosure.
Provide the written disclosure to the end buyer before the assignment or purchase agreement is executed.
Provide the disclosure to any real estate brokers involved in the transaction.
Document when each disclosure was delivered and when cancellation windows expired.
Retain copies of all disclosures and documentation with the deal file.

Frequently Asked Questions

Do I need to register if I am a licensed broker?

No. Licensed brokers and principal brokers are exempt from the registration requirement. However, you must still provide the required written disclosure — OREA provides a separate disclosure form for licensees. The exemption is from registration only, not from disclosure.

What if I have held the interest for more than 90 days?

If you have held your equitable interest or option for 90 days or more, or if you have invested $10,000 or more in land development or improvement costs, the transaction does not meet the definition of residential property wholesaling under HB 4058. The registration and disclosure requirements do not apply. This threshold distinguishes wholesaling from fix-and-flip or development activity.

Does HB 4058 apply to commercial properties?

No. The law applies to residential property wholesaling only. Commercial properties and multi-family buildings that do not qualify as residential are outside its scope.

Can the seller cancel after the three-day window?

If you provided the disclosure correctly, no. The three-day cancellation right expires at midnight on the third business day after disclosure. After that, the contract proceeds under its own terms. However, if you never provided the disclosure, the seller's cancellation right never expires — they can cancel at any time before closing and keep your deposits.

What about virtual wholesaling from out of state?

Oregon law applies to Oregon properties regardless of where you are located. If you are marketing residential property in Oregon, you must register with OREA and follow the disclosure requirements, even if you operate from another state. The property location, not your physical location, determines which state's laws apply.

How does Oregon compare to other states?

Oregon's registration-based approach is a middle ground between states that require no regulation (most states before 2023) and states that treat wholesaling as brokerage requiring a full license (South Carolina, Kentucky). Oregon created a separate, lower-cost registration category specifically for wholesalers. Oklahoma's SB 1075 takes a similar approach. This model is likely to be adopted by additional states in coming years.

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 Oregon 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.