Tennessee Wholesaling Laws in 2026: Assignment Disclosures and the 3-Business-Day Notice

Tennessee wholesaling changed in 2025.

The state did not ban wholesaling. It did something more specific: it created a disclosure framework for buyers who put property under contract and then assign their equitable interest to another buyer above the underlying purchase price.

That matters for Memphis wholesalers.

If you are sourcing off-market houses in 38109, 38127, 38118, or anywhere else in Tennessee, your contract and dispo process need to make the assignment clear. You cannot treat disclosure as an afterthought once a buyer shows up.

This post is a practical breakdown of Tennessee wholesaling laws in 2026: what changed, what has to be disclosed, where the 3-business-day notice comes in, and how to keep your Memphis dispo workflow cleaner.

This is not legal advice. Use this as an operating guide, then have a Tennessee real estate attorney, title company, or broker review your exact contracts and marketing.

If you only want the compliance summary, start here:

1. Tennessee authorizes a contracted buyer to wholesale real property when the buyer follows the statute.
2. The law applies when a buyer contracts to buy real property, then assigns the buyer's equitable interest to a subsequent purchaser for more than the buyer's underlying purchase price.
3. The buyer must disclose the nature of that equitable interest to a potential subsequent purchaser or assignee.
4. The buyer must disclose to the seller the intent to market the equitable interest before executing the purchase contract.
5. If the contract allows assignment, the buyer must disclose the effective date of any assignment to the seller at least three business days before the assignment becomes effective.
6. The required disclosures must be in writing, in bold, large-font print, and included in the written agreement.

The clean takeaway:

Market the contract rights clearly. Do not imply you already own the property if you only hold an equitable interest.

The Tennessee General Assembly passed SB 909 / HB 781 during the 2025 legislative session. The official bill page lists the bill as signed by Governor Bill Lee on March 25, 2025, with an effective date of March 25, 2025. Tennessee General Assembly SB0909

The same bill page lists SB 0909 / HB 0781 as enacted and assigned Public Chapter 72, with the public chapter action posted on April 8, 2025. Public Chapter 72

The bill summary describes it as a wholesaling real property law that requires disclosures related to the buyer's equitable interest to both the seller and a subsequent purchaser. HB0781 bill text

For operators, the practical message is simple:

Tennessee now has a specific statute for real property wholesaling. If you are assigning equitable interest, your paperwork needs to say what is happening.

The new statute defines wholesaling around a specific sequence.

A buyer enters into a contract with a seller to purchase real property. After entering that contract, the buyer assigns the buyer's equitable interest in the property to a subsequent purchaser for a higher price than the buyer's purchase price for the real property.

That is the core fact pattern.

Two details matter:

• You are a buyer under contract before you market or assign the deal.
• What you are assigning is your equitable interest, not legal title to a property you already own.

That second point is where a lot of sloppy marketing gets dangerous.

If you are marketing a deal before closing, your buyer needs to understand that you are selling contract rights or equitable interest. The seller needs to understand that you intend to market that interest. The written agreement needs to make that visible.

In plain English, equitable interest is the benefit a buyer has after signing a purchase contract but before legal title transfers.

You do not own the house yet.

You do have a contract position.

That position may give you the right to close, inspect, assign if the contract allows it, or otherwise benefit from the transaction depending on the terms of the agreement.

For wholesalers, that distinction matters because your deal package, text message, email blast, and buyer call should not sound like you are selling a property you already own if you are actually assigning your contract rights.

Better language:

• "I have this property under contract."
• "I am assigning my equitable interest."
• "The contract allows assignment."
• "The seller will receive the required assignment notice."

Riskier language:

• "I own this property."
• "My house is available."
• "Buy this property from me."
• "I can sell you the deed."

The first group describes your position. The second group can create confusion.

Before executing the purchase contract, the seller needs to know that you intend to market your equitable interest.

That means the contract should not hide the assignment strategy in vague or buried language.

The statute says the buyer may wholesale if the buyer discloses to the seller the buyer's intent to market its equitable interest before execution of the contract. It also requires disclosure of the effective date of any assignment at least three business days before the effective date of that assignment, if the contract allows assignment.

Practically, this creates two seller-facing checkpoints:

1. Before contract execution: disclose that you intend to market your equitable interest.
2. Before assignment becomes effective: disclose the effective assignment date at least three business days in advance, if the contract allows assignment.

This is where many wholesalers need to tighten their process.

Do not wait until the end buyer is ready to close before thinking about seller notice. Build the disclosure and notice workflow into your contract process from the start.

The statute also requires disclosure to a potential subsequent purchaser or assignee.

That disclosure is about the nature of your equitable interest in the real property.

In normal dispo language, this means your end buyer should understand what they are buying:

• your contract rights
• your equitable interest
• your assignable position in the purchase agreement

They should not think you own the property unless you have already closed and taken title.

This matters in your buyer outreach. If you send a deal blast that says "seller direct" or "off-market property available" without explaining your position, you may create confusion. If your deal package clearly states that you hold an assignable purchase agreement or equitable interest, the buyer has a better understanding of the transaction.

That is cleaner for the buyer, cleaner for title, and cleaner for your reputation.

This is the part Memphis wholesalers need to operationalize.

If the contract allows assignment, the seller must receive the effective date of any assignment at least three business days before the assignment becomes effective.

That is not the same as "tell the seller eventually."

It means your timeline needs enough room for notice.

Example:

• Monday: you get the property under contract.
• Tuesday: you market the deal to buyers.
• Thursday: buyer agrees to take assignment.
• Friday: you want the assignment effective immediately.

That timeline may create a problem because the seller notice requirement has not been built in.

A cleaner workflow:

1. Contract includes the required seller disclosure before execution.
2. Buyer submits offer.
3. You prepare assignment paperwork.
4. Seller receives notice of the effective assignment date at least three business days before that date.
5. Assignment becomes effective after the notice window is satisfied.

This is why title company coordination matters. Your title partner should know how your assignment timing works before you are days from closing.

Tennessee's statute is not just about what gets disclosed. It also speaks to format.

The required disclosures must be in writing, in bold, large-font print, and included in the written agreement.

That means you should not rely on:

• a verbal explanation
• a text message only
• a buried sentence in tiny boilerplate
• a separate casual email that never becomes part of the agreement

This is one of the easiest areas to fix.

Ask your attorney or title company to help you create contract language and assignment language that is easy to identify, hard to miss, and actually included in the written agreement.

This is the question everyone asks.

The new wholesaling statute authorizes a buyer who has entered into a purchase contract to engage in wholesaling if the buyer follows the written disclosure requirements.

But that statutory authorization should not be stretched into a blanket licensing answer for every activity around a wholesale transaction.

Tennessee still has separate real estate broker licensing laws. This post is focused on the 2025 wholesaling disclosure statute, not every licensing scenario that could come up around marketing, negotiating, or representing another party.

The key distinction is whether you are marketing your own equitable interest as a buyer under contract, or acting like a broker for someone else.

Stay conservative:

• Do not market someone else's property if you do not have a contract position.
• Do not represent that you are acting for the seller unless you are properly licensed and authorized.
• Do not collect a commission for brokering another party's real estate transaction if you are not licensed.
• Do not imply ownership if you only hold equitable interest.
• Do not use marketing language your attorney or title company would not defend.

The safest answer is not a generic internet answer. It is a review of your actual contracts, marketing, title workflow, compensation structure, and whether anyone is acting on behalf of another party.

The Tennessee wholesaling statute is especially relevant to assignments of equitable interest.

An assignment means you transfer your contract rights to another buyer, usually for an assignment fee or spread.

A double close means you close on the purchase and then resell the property in a second transaction.

That does not mean double closing removes every compliance concern. You still need honest marketing, clean contracts, title coordination, and accurate disclosures. But the Tennessee wholesaling disclosure statute is written around the buyer assigning equitable interest after entering into a purchase contract.

The practical rule:

• If you are assigning, build the disclosure process into the assignment workflow.
• If you are double closing, make sure your marketing and closing structure still match what you are actually doing.

Do not pick a structure based only on what sounds easier. Pick the structure your attorney, title company, buyer, seller, and funding path can actually support.

Bad dispo language can create problems fast.

Avoid claims like:

• "I own this house" when you only have a contract.
• "No disclosures needed" because the seller signed already.
• "Assignment is automatic" when the contract may restrict assignment.
• "Buyer can close directly with seller" without explaining the contract chain.
• "This is my property" when your position is equitable interest.

Use clearer language:

• "We have an assignable purchase agreement."
• "We are marketing our equitable interest."
• "The seller disclosure is included in the agreement."
• "Seller assignment notice will be handled before the effective assignment date."
• "Buyer is purchasing our contract rights, subject to the underlying agreement."

That language may feel less flashy.

It is also more accurate.

Your records should prove the story of the transaction.

Keep:

• the signed purchase agreement
• the disclosure language included in the agreement
• proof the seller received the required assignment-date notice
• the assignment agreement
• buyer / assignee disclosure language
• deal package version sent to buyers
• emails and texts with seller and buyer
• title company timeline
• closing statement and assignment fee documentation

The bill text also creates a two-year window to bring an action for violation after execution of the purchase and sale contract. That is another reason to keep records organized. HB0781 bill text

Rehouzd is not a law firm and does not replace your attorney.

But a cleaner workflow helps.

For a Memphis wholesale deal, Rehouzd can help you keep the operational side tighter:

• analyze the property before you lock price
• build a cleaner deal package
• separate seller-side facts from buyer-side marketing
• identify buyer strategy fit before dispo
• keep your outreach language tied to the actual deal structure
• organize the deal before the assignment window gets tight

The compliance work still belongs in your contracts and title process.

The operating advantage is that you are not rushing to piece the deal together after buyers start asking questions.

Before you send the deal to cash buyers, ask:

• Do I have a signed purchase agreement?
• Does the agreement allow assignment?
• Does the seller disclosure appear in bold, large-font print in the written agreement?
• Did I disclose intent to market equitable interest before contract execution?
• Does my buyer package clearly say I am assigning equitable interest or contract rights?
• Have I planned the 3-business-day seller notice before the assignment effective date?
• Has my title company reviewed the timeline?
• Would my attorney be comfortable with the marketing language?

If any answer is unclear, slow down.

Fixing the workflow before you market the deal is easier than explaining a sloppy assignment after the seller, buyer, or title company gets confused.

Tennessee wholesaling laws are not complicated in concept.

They are about transparency.

Tell the seller what you intend to do. Tell the assignee what you actually have. Give the seller the required notice before assignment becomes effective. Put the required language in writing, bold, large, and inside the agreement.

If you are wholesaling in Memphis, that should become part of your normal operating system.

Good deals still matter.

Clean paperwork matters too.