By Gren · September 17, 2026
Tennessee got its wholesaling statute on March 25, 2025, and it is a short one. No license. No registration. No cancellation right for the seller. Three disclosures and a clock.
What makes Tennessee different from most disclosure states is that it tells you where the disclosures live and how they have to look. You cannot bury them in an addendum, and you cannot set them in the same nine-point gray as the rest of the boilerplate.
The rule in one paragraph
If you contract to buy and then assign your equitable interest to a later purchaser for more than your own purchase price, you are wholesaling under Tennessee law. That triggers written disclosure to the seller and to your assignee, both in bold, large-font print, both inside the written agreement. Where the contract permits assignment, the seller also gets written notice of the assignment's effective date at least three business days before it takes effect. That is Part 4 of Title 66, Chapter 4 — Tenn. Code Ann. §§66-4-401 through 66-4-403, added by Public Chapter 72 (SB 909 / HB 781).
Note the trigger. The definition in §66-4-402 turns on assigning for more than your price. That is the whole business model, so assume you are in scope.
Where the summaries get Tennessee wrong
Three things worth correcting, because they show up constantly.
It has a code section. Plenty of write-ups still describe this as "SB 909" and stop there, as if it floats free of the code. It was codified. Cite §66-4-403 when you talk to a title company, not a bill number they cannot look up.
"Either party has a private cause of action" overstates the text. The statute sets a two-year limitations period for an action for a violation, running from contract execution (§66-4-403(b)). It does not spell out who may sue or what remedies are available. Who has standing, and whether the relief is damages, rescission or something else, is not settled on the face of the statute. Anyone telling you exactly what you will owe is filling in a blank the legislature left.
The disclosures have to be in the agreement. Not stapled to it. Not a separate signed form you keep in the file. §66-4-403(a)(2) requires bold, large-font print included in the written agreement. A wholesaler who runs a beautiful standalone disclosure addendum and a clean contract with nothing in it has the worst of both worlds: the paperwork burden and the noncompliance.
The three pieces of paper, in order
1. In the seller's contract, before it is signed. A bold, large-font statement that you intend to market your equitable interest.
Model clause (seller): BUYER INTENDS TO MARKET ITS INTEREST IN THIS CONTRACT TO OTHER BUYERS AND MAY ASSIGN THIS CONTRACT TO A THIRD PARTY FOR A PRICE HIGHER THAN THE PURCHASE PRICE.
2. The three-business-day notice, where the contract allows assignment. Written notice to the seller of the effective date of the assignment, delivered at least three business days before that date.
Model notice (seller): Buyer will assign its rights under the contract dated ___ to ___, effective ___ (at least three business days after this notice).
3. In the assignment agreement. A bold, large-font statement describing what you actually hold.
Model clause (assignee): ASSIGNOR IS NOT THE OWNER OF THE PROPERTY. ASSIGNOR HOLDS ONLY AN EQUITABLE INTEREST UNDER A PURCHASE CONTRACT AND IS ASSIGNING THAT CONTRACT RIGHT, NOT TITLE.
The statute prescribes no exact wording — only that the disclosures be made, in bold large font, in the agreement. So the sentences above are models, not magic words. Use your own if they say the same thing as plainly.
The clock, and what it does to your assignment date
The three-day notice is the part that changes how you run a Tennessee deal, because it is the only piece with a hard number on it.
Work backward from the closing. The assignment has an effective date. The seller's written notice of that date has to land at least three business days earlier. Business days, not calendar days, which means a Friday notice for a Tuesday effective date is tight and a holiday week is tighter.
Two practical consequences. Do not date your assignment agreement the day you find your buyer and worry about the notice later — the notice has to precede the effective date, and backdating a notice is a different and much worse problem. And if your contract does not permit assignment at all, the three-day notice requirement is not your issue; your issue is that you have nothing to assign.
What Tennessee does not give the seller:
- No cooling-off period. Public Chapter 72 creates no right for the seller to cancel. If someone tells you a Tennessee seller has three days to walk away, they are confusing the notice period with a rescission right. They are not the same thing.
- No registration or filing. Nothing to submit, nothing to renew.
- No transaction-count threshold. There is no "two deals and you need a license" rule in the statute.
One timing point people miss: the statute took effect March 25, 2025 and does not reach back. Contracts signed before that date are not covered by it.
Marketing and the license line
Public Chapter 72 adds no advertising rules beyond the bold, large-font disclosure. The exposure comes from the general broker licensing law in Title 62, Chapter 13.
The line is the familiar one. Market your contract position, in a specific property, clearly labeled as an assignment. Do not market the property as though you own it. Soliciting or negotiating the sale of property you do not own, for a fee, is what broker licensing exists to reach; the owner exemption protects parties dealing in their own interest.
Concretely: no MLS listing, no yard sign on the property without the owner's consent and a license, no "my listing," no "for sale by owner" when the owner is someone else. Describe yourself as an assignor, not a seller.
Our research could not confirm the criminal classification for unlicensed brokerage in Tennessee. Secondary sources say Class B misdemeanor. Treat that as unconfirmed — and treat it as irrelevant to your decision, because the answer is the same either way.
The double close
If you take title first and then resell, you are selling property you own, and the statute's definition — which covers assignment of an equitable interest — does not reach that resale. Fine. Just make sure the A-to-B deed actually recorded. An intention to double close is not a double close, and a file that says "we were going to take title" is a file that assigned a contract without the disclosures.
The short version
Bold, large font, inside the agreement, to both the seller and the assignee. Three business days' written notice before the assignment takes effect, where the contract permits assignment. Two years to sue, measured from contract execution. No license, no registration, no seller cancellation right. Effective March 25, 2025, forward only.
Get the numbers right before you get the font right — the free MAO calculator takes a minute — then set your disclosures in bold and leave them there.
Cut the noise. Catch the signal.
— Gren
This is general information about Tennessee 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 Tennessee real estate attorney. Citations: Tenn. Code Ann. §§66-4-401 to -403 (Pub. Ch. 72, 2025); Tenn. Code Ann. §§62-13-102, -104.