By Gren · September 18, 2026
North Dakota is two statutes, and almost everyone reads only one of them.
The first is the wholesaling statute, N.D.C.C. §43-23-24. It tells you what to put in writing. It is short, it is workable, and if you follow it you are fine.
The second is the broker definition, §43-23-06.1. It tells you that publicly marketing an equitable interest is brokerage, which means it needs a license. Nothing in the first statute excuses you from the second.
Get both right and North Dakota is manageable. Get the second one wrong and the first one will not save you.
Statute one: three sentences you have to write down
§43-23-24 defines a wholesaler as someone who enters an agreement to make income or profit from transferring real property, or an equitable interest in it. If that is you, you owe a written disclosure to all parties — the seller, and any buyer or assignee.
The disclosure has to say three things. That the wholesaler:
- holds an equitable interest in the property;
- may not be able to convey title; and
- intends to make a profit or income from transferring that equitable interest.
All three. In writing. To both sides.
The statute prescribes no form, no font size and no layout, which puts North Dakota in the more civilized half of the country on this. You write the sentence yourself. You just have to write all of it.
Model clause: Wholesaler discloses that it holds only an equitable interest in the property, may not be able to convey title, and intends to earn a profit or income by transferring that equitable interest.
The most common defect we see is a disclosure that covers elements one and two and quietly drops element three. "I hold an equitable interest and may not be able to convey title" reads like a technicality. "I intend to make a profit from transferring it" reads like what it is. That is precisely why it is in the statute, and precisely why it goes in your paperwork.
Second most common defect: a signed disclosure on the seller side and nothing on the buyer side. The statute says all parties.
When it goes out
The statute does not set a deadline, which is unusual and not a favor.
Do it at or before signing. The seller's copy goes with the purchase contract. The buyer's copy goes with the assignment. If you deliver a disclosure after a party has already signed, you have created a fact question about whether the disclosure did anything at all, and you have created it in a file that somebody may later read unsympathetically.
The consequence is not a fine. It is a deal that will not close.
This is the part that matters commercially.
If you violate the section, the seller may cancel any time before the close of escrow, without penalty, and keep the earnest money. The buyer may cancel before the close of escrow and get a full refund of earnest money. Both rights apply notwithstanding anything in your contract to the contrary — you cannot draft around them.
Note the shape of that. There is no fixed day count and no cooling-off window that expires. The cancellation right sits open on both sides of your deal until escrow closes. A missing paragraph does not cost you a penalty; it costs you the enforceability of the entire transaction, right up to the table, at the other party's option.
Also note who keeps what. A seller cancelling on a violation keeps your earnest money. A buyer cancelling on a violation gets theirs back. The statute is not symmetrical, and the asymmetry runs against you in both directions.
Statute two: the line you cannot advertise across
Now the one the summaries skip.
"Real estate broker" in North Dakota includes anyone who publicly markets for sale an equitable interest in a contract to buy real property. And §43-23-07(2) makes clear that the usual exemptions do not cover that activity. So public marketing of your contract position requires a North Dakota real estate license. Full stop.
In practice, if you are unlicensed, that rules out:
- websites and social media posts
- mass email and text blasts
- signs and flyers
- listing platforms and public investor marketplaces
There is no frequency threshold. One public post is public marketing.
If you are unlicensed, you have two clean paths. Work your private, pre-existing buyer relationships and do not broadcast. Or double close, take title, and market the property as an owner. If you are licensed, you carry the licensee advertising and agency rules with you (N.D. Admin. Code ch. 70-02-03) and those are their own discipline.
For completeness: unlicensed activity is reportedly a Class B misdemeanor under §43-23-17. We have not confirmed that classification, so treat it as directional rather than a number to plan around.
What actually changed in 2025
Until August 1, 2025, §43-23-24 covered residential property with fewer than five units. Since August 1, 2025, it covers all real property — commercial, agricultural, raw land, everything.
That is the entire 2025 change, and it is a big one for anybody who assumed land and commercial deals sat outside this.
Corrections to what is circulating
- HB 1125 did not create this law. The wholesaling statute was created by HB 1190 (68th Legislature, 2023), effective August 1, 2023. HB 1125 (2025) only broadened its scope. If you were wholesaling residential in 2024 and thought the rules started last year, you were already covered.
- HB 1125 was signed April 8, 2025, not April 9. Minor, but it is the kind of error that tells you the source did not open the bill page.
- "No license required in North Dakota" is wrong. No license is required to hold and assign a contract quietly. A license is required to publicly market an equitable interest. Summaries that print the first half and stop have led people straight into an enforcement problem.
- The buyer's refund right gets omitted. Most write-ups mention the seller's cancellation right and skip §43-23-24(4) entirely. Your assignee has a cancellation right too, and it runs until escrow closes.
A clean North Dakota file
- Written three-element disclosure, signed, in the seller file
- Written three-element disclosure, signed, in the buyer file
- Disclosures dated at or before the signatures they accompany
- Evidence of how the buyer was sourced, if you are unlicensed
- No public advertising anywhere, if you are unlicensed
- For deals after August 1, 2025, the same discipline on land and commercial
That is the whole compliance burden, and it is lighter than most states. The margin is a separate question — run it with the free MAO calculator before you spend time on paper for a deal that was never there.
Cut the noise. Catch the signal.
— Gren
This is general information about North Dakota law as of September 2026, not legal advice. Statutes change and facts differ. Before you rely on any of it for a specific deal, talk to a North Dakota real estate attorney. Citations: N.D.C.C. §43-23-24; N.D.C.C. §43-23-06.1; N.D.C.C. §43-23-07(2); HB 1125 (69th Leg., 2025).