State Compliance Guide
Indiana Wholesaling Compliance
Indiana passed House Enrolled Act 1068 (HEA 1068), effective July 1, 2024, creating new disclosure requirements specifically for real estate wholesaling. Indiana's approach is unique — it regulates the marketing side of assignment transactions more broadly than any other state.
Not legal advice. Flat Rate Wholesale is not a law firm and does not provide legal services. This content is for informational purposes only and should not be relied upon as legal advice. Laws and regulations change frequently. Consult a licensed real estate attorney in your state and contact your local regulatory agency for guidance specific to your transactions.
Is Wholesaling Legal in Indiana?
Contract assignments are a recognized practice in Indiana, and the state has not banned wholesaling. However, Indiana has created a specific statutory framework governing how assignment transactions are marketed and disclosed, and these requirements must be followed carefully.
House Enrolled Act 1068 (HEA 1068), signed into law and effective July 1, 2024, created a new chapter in the Indiana Code: IC 32-21-16.5, "Disclosure Requirements for Real Estate Wholesaling." This is one of the most targeted pieces of wholesaling legislation in the country because it specifically addresses marketing materials and solicitations, not just contract disclosures between the parties.
In other states like Texas and Ohio, the primary compliance requirement is a written disclosure delivered to the seller (and in Ohio's case, also the buyer) at or before the time the contract is signed. Indiana goes further. It requires disclosure language on every single piece of marketing that a wholesaler uses to solicit buyers for an assigned deal. Every email blast, every text message, every social media post, every website listing, every flyer — all of it must include specific disclosure language.
This makes Indiana unique in its regulatory approach. The law does not restrict who can wholesale or limit the number of deals. It does not require a real estate license. What it does is mandate transparency at the marketing level, ensuring that every potential buyer who encounters a wholesale deal understands exactly what they are looking at: a contract assignment, not a sale by the property owner.
What Is HEA 1068 / IC 32-21-16.5?
HEA 1068 creates a new chapter in Title 32 (Property) of the Indiana Code, specifically addressing disclosure requirements for wholesale real estate transactions. The statute defines what constitutes a wholesale real estate transaction and spells out what must be disclosed when marketing an assigned contract.
The key provisions of IC 32-21-16.5 are:
Disclosure on All Solicitations
The law requires disclosure on all solicitations — defined broadly to include marketing materials, emails, text messages, mailers, social media posts, website listings, and any other communication used to advertise or promote a property that the wholesaler holds under contract but does not own. This is not a one-time disclosure. It applies to every individual piece of marketing.
Contract Holder, Not Owner
Every solicitation must clearly state that the person marketing the property is a contract holder — someone who holds an equitable interest in a purchase contract — and is not the property owner. The purpose is to prevent buyers from assuming they are dealing with the actual owner or an owner's authorized agent.
Assignment Fee Disclosure
The wholesaler must disclose the assignment fee or expected profit on every solicitation. If the exact amount is not yet known, a good-faith estimate is acceptable. This is the most distinctive element of Indiana's law — most states do not require the wholesaler's fee to be disclosed publicly in marketing materials.
Scope of Application
The law applies to any person who markets or advertises a residential property that they hold under a purchase contract but do not own. It is specific to assignment transactions. If the wholesaler takes title to the property before reselling — a double close — these disclosure requirements do not apply because the wholesaler is marketing property they own.
Full text: You can read the complete bill at the Indiana General Assembly website: HEA 1068 — iga.in.gov
Disclosure Requirements: What Must Be Included
Every piece of marketing for an assignment deal in Indiana must include all four of the following disclosures:
Statement of Contract Holder Status
A clear statement that you hold the property under a purchase contract and are not the property owner. This must be unambiguous. The buyer needs to understand that the person marketing the deal does not have title to the property — they hold an equitable interest through a purchase contract that they intend to assign.
Statement of Assignment Intent
A statement that you intend to assign the purchase contract to the buyer for a fee. This distinguishes the transaction from a standard property sale and lets potential buyers know upfront that they will be purchasing contract rights, not the property directly from the owner.
Assignment Fee Amount or Estimate
The dollar amount of the assignment fee, or if the exact fee is not yet determined, a good-faith estimate. This is the most aggressive disclosure requirement of any state — your fee is not just disclosed to the parties in the transaction, it is disclosed in every piece of marketing that goes out to potential buyers. There is no exception or workaround for this requirement on assignment deals.
Name and Contact Information
Your name (or the name of the entity holding the contract) and contact information must be included on every solicitation. This ensures that potential buyers can identify who is behind the marketing and have a way to contact the contract holder directly.
How Indiana Differs from Other States
In Texas, the primary disclosure is to the seller at contract — informing them that you intend to assign. In Ohio, disclosures go to both the seller and the buyer at the contract level. Indiana goes further than both: the disclosure must appear on every piece of buyer-facing marketing. This is not a one-time document. It is a requirement that applies to every email blast, every deal page, every text message, every flyer, every social media post. The scope is the broadest of any state that has passed wholesaling-specific legislation.
Marketing Compliance: What This Means in Practice
The breadth of Indiana's marketing disclosure requirement means that wholesalers cannot simply attach a disclosure to a contract and move on. Every channel through which a deal is marketed must carry the required language. Here is what that looks like in practice for assignment deals:
Email Blasts
Every email sent to potential buyers about the deal must include the disclosure language. This means your email template needs a standard disclosure block stating that you are the contract holder, not the owner, that you intend to assign, and what the fee is. It cannot be buried in fine print — it must be part of the communication.
Deal Packages and Landing Pages
Property detail pages, deal packages, PDFs sent to buyers, and any web-based marketing materials must include the required disclosures. If you create a shareable deal link for a property, the disclosure must be visible on that page.
Text Messages and Direct Outreach
SMS messages and other direct outreach about the deal need to include disclosure language. For shorter-form channels like text messages, this can be a condensed version, but the core elements — contract holder status, assignment intent, and fee — must be present.
Social Media and Website Listings
Posts about the deal on Facebook, Instagram, or any other platform must include the disclosure. Website listings where the property is advertised must carry the required language. Even verbal solicitations should include the disclosure to stay on the safe side.
The best practice is to create a standard disclosure paragraph and include it in every marketing template. This ensures consistent compliance across all channels without requiring manual review of each individual communication.
A practical disclosure paragraph might read: "[Your Name/Entity] holds this property under a purchase contract and is not the property owner. This contract is being offered for assignment. The assignment fee is $[amount or estimate]. Contact: [name, phone, email]." The exact wording should be reviewed by an Indiana attorney, but the core elements are straightforward.
Assignment vs. Double Close in Indiana
The distinction between assignment and double closing takes on particular significance in Indiana because of how broadly the marketing disclosure requirements apply. Understanding which transaction structure triggers the disclosure obligations is essential for compliance.
Assignment
- • Must include disclosures on all marketing materials
- • Assignment fee must be disclosed in every solicitation
- • Must state you are contract holder, not owner
- • Lower closing costs (one closing)
- • Higher compliance burden on every communication
Double Close
- • You take title first, then resell as owner
- • Marketing the property as the owner — standard real estate transaction
- • No special wholesale disclosure requirements
- • Two sets of closing costs (approximately 3% additional)
- • May require transactional funding
Important timing distinction: The compliance advantage of a double close 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 legal position as an assignment. Your disclosure obligations at the time of marketing may be identical regardless of your intended closing structure. 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.
Strategic consideration: Indiana's broad marketing disclosure requirement — especially the assignment fee disclosure on every piece of marketing — may push some wholesalers toward double closing for larger-spread deals where they do not want to disclose their fee publicly. This is a legitimate strategic choice. The trade-off is approximately 3% in additional closing costs and possible transactional funding fees versus full fee transparency in every communication. For wholesalers who already operate transparently, assignment remains the simpler and cheaper option.
Penalties for Non-Compliance
Indiana's enforcement provisions for HEA 1068 violations include several consequences that make non-compliance a meaningful risk rather than a technicality:
Civil Liability
Failure to include the required disclosures may expose the wholesaler to civil liability. An affected buyer who was not properly informed that they were purchasing contract rights rather than property from the owner could bring a claim for damages resulting from the non-disclosure.
Attorney General Enforcement
Violations may be enforced by the Indiana Attorney General under consumer protection statutes. AG enforcement can result in investigations, cease-and-desist orders, and penalties that go beyond a single transaction. A pattern of non-compliant marketing could draw regulatory attention that affects your entire operation.
Voidable Contracts
Contracts entered into without the required disclosures may be voidable. If a buyer discovers after the fact that the required disclosures were not made, they may have grounds to void the assignment contract. This means not just a fine or penalty — the deal itself could unravel.
Damages to Affected Parties
Affected parties may seek damages for losses resulting from the failure to disclose. If a buyer entered into a transaction without understanding the nature of the assignment or the wholesaler's fee, and they suffered a financial loss as a result, they may have a claim for actual damages incurred.
The risk profile here is clear: non-compliance does not just mean a fine. It means potential deal collapse, civil suits, and AG investigation. For the cost of adding a disclosure paragraph to your marketing templates, the risk of non-compliance is entirely avoidable.
Built Into Our Process
How Flat Rate Wholesale Handles Indiana Compliance
When you send an Indiana deal through Flat Rate Wholesale, compliance is not something you need to manage separately. Our process is designed to satisfy HEA 1068 requirements as a standard part of how we market every assignment deal.
Every Marketing Piece Includes Required Disclosures
We work to include the required disclosure language in every email blast, deal package, marketing page, and outreach communication we send for an Indiana deal. We do not rely on deal sources or recipients to add disclosure language after the fact — it is built into our templates as part of our standard process.
Fee Transparency by Design
Indiana requires the assignment fee to be disclosed in marketing materials. Our flat rate model already operates on full fee transparency — our flat fee is agreed upon upfront and disclosed to all parties. There is no variable spread to hide. This natural alignment between our business model and Indiana's disclosure requirements means compliance is not a burden for us; it is how we already operate.
State-Specific Template Detection
Our process identifies the deal's state and applies the correct disclosure templates. Indiana deals get Indiana-specific language. Texas deals get SB 1577 disclosures. Ohio deals get ORC 5301.95 language. You do not need to track which state requires what — we work to include the appropriate state-specific language as part of our process.
Double Close Option for Fee-Sensitive Deals
For deals where publicly disclosing the assignment fee in every marketing piece is a concern, we can coordinate a double close. In a double close, you take title before reselling, which means the wholesale disclosure requirements under HEA 1068 do not apply. We will discuss the trade-offs — additional closing costs versus marketing flexibility — during deal intake so you can make an informed decision.
Common Questions
Indiana Wholesaling FAQ
Do I need a real estate license to wholesale in Indiana?
HEA 1068 does not impose a licensing requirement for wholesaling. The law focuses on disclosure, not licensing. However, general Indiana real estate law still applies — if your activities cross the line into brokering transactions for others rather than selling your own equitable interest, you may trigger licensing requirements under existing law. The safest position is to always market the contract rights you hold, not the property itself, and include the required disclosures. Consult an Indiana real estate attorney if your specific situation is unclear.
What happens if I forget to include the disclosure on one email?
The law requires disclosure on all solicitations. A single missing disclosure is a violation, even if all other marketing included the required language. The practical risk depends on whether someone files a complaint or whether the violation comes to the AG's attention, but the statute does not include an exception for accidental omissions. This is exactly why we build disclosures into templates rather than relying on manual insertion — it removes the risk of human error on individual communications.
Does the fee disclosure have to be exact, or can I estimate?
The statute allows a good-faith estimate if the exact assignment fee has not been determined. In practice, most wholesalers know their target fee before marketing begins. If you are using a flat fee model like ours, the fee is known and fixed from the start, so there is no need to estimate. If your fee depends on the buyer's offer price, a good-faith estimate based on your asking price is acceptable.
Does HEA 1068 apply if I am wholesaling commercial properties?
HEA 1068 specifically addresses residential real estate wholesaling. The statute's definitions and disclosure requirements are tied to residential property transactions. Commercial wholesale transactions may not fall under IC 32-21-16.5, though other Indiana laws regarding property transactions and disclosure still apply. If you are wholesaling commercial property in Indiana, consult an attorney to understand which regulations apply to your specific transaction.
Legal Disclaimer
This information is for educational purposes only and does not constitute legal advice. The summaries provided here reflect our understanding of Indiana HEA 1068 and IC 32-21-16.5 as of publication and may not capture every nuance or recent amendment. Wholesaling regulations are subject to change, and enforcement interpretations may evolve over time. Consult a real estate attorney licensed in Indiana for specific guidance on how these laws apply to your transactions.
Have an Indiana Deal?
Send it through Flat Rate Wholesale and let us handle the HEA 1068 disclosures, marketing language, and compliance documentation. You focus on finding deals — we handle the rest.