By Gren · September 18, 2026
Virginia doesn't have a wholesaling statute. No required disclosure, no prescribed form, no seller cancellation right, no registration. If you came looking for a paperwork checklist, there isn't one.
What Virginia has instead is a counting rule, and it's tighter than almost anything in the disclosure states.
One sentence, and it's in the broker definition
HB 917 (2024), Acts ch. 459, effective July 1, 2024, amended Va. Code § 54.1-2100. A companion bill, SB 358 (ch. 621), did much the same thing.
The amended definition makes you a real estate broker if, for compensation, you
"[sell] or [offer] to sell, [buy] or [offer] to buy, [negotiate], or otherwise [deal] in real estate contracts, including assignable contracts, on two or more occasions in any 12-month period."
That's the statutory language, not a paraphrase. Read the three parts that do the damage.
"Including assignable contracts." The legislature wrote wholesaling into the broker definition by name in everything but the word. There's no argument left that an assignment is something other than dealing in a real estate contract.
"Offers to sell, offers to buy." Not closes. Not gets paid. An offer counts as a broker act, which means publicly marketing a contract you never manage to assign can still be an occasion. That's an inference from the statute's wording rather than a case we can point you to, but it's the plain reading, and it's the reading a regulator will take.
"Two or more occasions in any 12-month period." Rolling, not calendar. Before every new Virginia deal, count backward twelve months from that day. Not from January.
So: one deal a year unlicensed. From the second, you need a broker license, or you work as a salesperson under a broker. Licensed brokers have no cap at all.
The absences, and why they're not good news
People read "no disclosure statute" as freedom. In Virginia it's the opposite — there's no statutory ritual you can perform to make an unlicensed second deal acceptable.
There is:
- No statutory wholesaler disclosure. Nothing you must hand the seller.
- No statutory seller cancellation right on a wholesale contract. No three days, no thirty.
- No wholesaler registration. Nothing to file, nothing that would make you visible and compliant.
- No safe harbor for good behavior. Disclosing beautifully on deal number two doesn't change the count.
The only route to compliance for regular activity is an actual license, through DPOR and the Real Estate Board. There's no lighter-weight option, because the legislature didn't build one.
Entity splitting, and why it doesn't work
The obvious move is to run each deal through a fresh LLC and keep every entity at one. It's also the reason underwriters now ask about affiliates rather than the signing entity.
Whether deals by affiliated entities get aggregated is, strictly, unresolved — we haven't found DPOR or Board guidance saying so. But structure that exists only to defeat a counting statute is the kind of structure that gets looked through, and the practical answer from anyone reviewing your file is to count the whole operation: you, your principals, and every entity you control. If the only reason a deal sits in a separate LLC is the count, you already know what it looks like.
Plan on being counted as an operation, not as an entity.
The double close: genuinely unresolved
If you take title and pay the costs — a real double close, your funds, your deed — do you fall outside "dealing in real estate contracts"? Or does the owner exemption in § 54.1-2103 cover you?
We don't know, and neither does anyone confidently telling you otherwise. There's no DPOR or Real Estate Board guidance on the question, and how the § 54.1-2103 exemptions apply to wholesalers is unverified generally.
Two things are true regardless. A double close you decided on at the settlement table, after weeks of marketing the contract, isn't a double close for these purposes — the offers to sell already happened. And if your Virginia model depends on the answer coming out your way, get an opinion from a Virginia attorney before the second deal, not after.
What it costs
Va. Code § 54.1-2106.1 makes acting as a broker without a license unlawful. Va. Code § 54.1-111 prices it:
- A Class 1 misdemeanor.
- A Class 6 felony for a third conviction within 36 months.
- Civil penalties of $200 to $5,000 per violation, capped at $25,000 per year.
Per violation. If marketing counts as an occasion, the violations aren't limited to the deals that closed.
The correction worth making
The widely-repeated line about Virginia since 2024 is that the state banned wholesaling. Several secondary sources frame it exactly that way, and the framing has stuck.
It isn't a ban. It's a license trigger at two or more deals in any 12 months. One unlicensed deal a year is lawful. Any number of deals is lawful with a broker license. What Virginia did was close the gap between "investor doing the occasional assignment" and "unlicensed brokerage business," and it did it with a number rather than a prohibition.
Two smaller fixes while we're here. The change came from HB 917 (ch. 459) and SB 358 (ch. 621), effective July 1, 2024 — cite the bills, because a summary that can't is one you can't check. And HB 2557 (2025), ch. 463, which sometimes gets dragged into Virginia wholesaling discussions, amended the § 54.1-2103 exemptions for property-management and time-share situations only. It does not touch wholesaling. As of the 2026 session we found no wholesaling bill at all.
What to put in the file anyway
None of this is required. All of it is cheap, and it's what a clean Virginia file looks like:
Model clause (seller disclosure): Seller acknowledges that Buyer is purchasing for Buyer's own account, is not acting as Seller's agent or broker, and may assign this Agreement or its interest in the Property to a third party for a fee that Seller will not receive. Seller may consult an attorney or licensed real estate agent before signing.
Model clause (license status): Buyer [is / is not] licensed as a real estate broker or salesperson in Virginia.
Plus an assignment clause in the purchase contract, a signed assignment agreement, and the assignment fee shown on the settlement statement. A fee that doesn't appear on the settlement statement invites exactly the questions you don't want.
On marketing: offer the contract, never list the house. Licensed wholesalers pick up DPOR's advertising rules on top — firm-name disclosure and similar under 18VAC135-20, though we haven't confirmed the specific cites. And the federal TCPA still governs your cold calls and texts.
The honest math
Virginia is a one-deal-a-year market for an unlicensed operator. That's not a business, it's a hobby with a good outcome attached.
If Virginia is where you live and work, get the license — the ceiling disappears entirely and the counting problem goes with it. If Virginia is one market among several, the cost of a license against one lawful deal a year rarely pencils, and your time is better spent where the count isn't the binding constraint. Run the numbers on the deal in front of you with the free MAO calculator and then run the numbers on the market, because in Virginia the second calculation is the one that decides.
Cut the noise. Catch the signal.
— Gren
This is general information about Virginia 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 Virginia real estate attorney. Citations: Va. Code § 54.1-2100 (as amended by HB 917 (2024), Acts ch. 459); Va. Code § 54.1-2106.1; Va. Code § 54.1-111; Va. Code § 54.1-2103.