Is wholesaling legal in Florida?

What wholesaling is, in Florida’s legal terms

Wholesaling, as Florida investors use the word, means signing a contract to buy a property and then selling the deal on, either by assigning the contract to an end buyer for a fee or by buying the property and reselling it the same day in a double close. The profit is the spread between the price in your contract and the price the end buyer pays.

Florida law does not use the word. Wholesaling is judged under the general rules in Chapter 475 of the Florida Statutes, the real estate licensing law, which decide who must hold a broker or sales associate license. The useful question is not whether wholesaling is legal in the abstract, but whether what you did in a particular deal was buying and selling for yourself or brokering for somebody else.

This article is general information, not legal advice. It quotes the statutes where their wording decides the point, and a Florida real estate attorney can confirm how they apply to a specific contract, a specific marketing plan or a specific deal.

No new Florida wholesaling law, as of the 2026 statutes

Searches for Florida wholesaling laws assume a dedicated code exists. It does not. The 2026 Florida Statutes version of Chapter 475 does not contain the word wholesaling, and the five sections that decide a wholesaling question, 475.01, 475.011, 475.41, 475.42 and 475.43, read the same in the 2025 and 2026 editions. None of their history notes lists a 2025 or 2026 session law.

The Legislature’s bill records point the same way. No bill in the 2025 or 2026 regular sessions, or in the 2026 special sessions, cited any of those five sections, and nothing filed so far for 2027 cites them either. If you see a Florida wholesaling bill cited by number, look it up on the Legislature’s own site before relying on it: at least one bill number that circulates online as a 2024 wholesaling bill is, in the Legislature’s record, an earned wage access bill that died in committee.

The Florida Real Estate Commission, created within the Department of Business and Professional Regulation by section 475.02, has no rule on wholesaling by name either: none of the rule titles in its chapter 61J2 of the Florida Administrative Code mentions it, and its advertising rule, 61J2-10.025, is written for licensees. So the answer here still comes from general law.

There is no Florida wholesaling license, either. Part I of Chapter 475 licenses brokers and sales associates, and the question is whether your activity needs one of those licenses.

Who Florida treats as a broker

Section 475.01(1)(a) defines a broker as a person who, “for another, and for a compensation or valuable consideration,” sells, buys, exchanges or rents real property or any interest in it, or offers, attempts or agrees to negotiate a sale. The same definition reaches anyone “who advertises or holds out to the public” that they are in the business of selling “real property of others,” and anyone “who takes any part in the procuring of sellers, purchasers, lessors, or lessees” of “the real property of another” and expects to be paid for it.

Two phrases carry the weight: for another, and of another. A wholesaler’s position is that it is a buyer dealing in its own interest, not an agent working for the seller. The opposing view is that until the deed is signed the house still belongs to the seller, so a wholesaler who finds a buyer for it is procuring a purchaser for the real property of another. The statute does not say which description fits wholesaling, so the facts of each deal matter.

A single act is enough to count. Section 475.01(3) says “a single such act is sufficient to bring a person within the meaning of this chapter, and each act, if prohibited herein, constitutes a separate offense.”

The exemption a wholesaler relies on

Section 475.011(2) says Part I of the chapter, the part that licenses brokers and sales associates, does not apply to “any individual, corporation, partnership, trust, joint venture, or other entity which sells, exchanges, or leases its own real property.” Section 475.01(1)(i) defines real property as “any interest or estate in land,” “including any assignment.” Read together, they give a wholesaler holding a signed purchase contract an argument that selling that contract, or the property once it is deeded, is selling its own real property.

The argument is strongest at the B to C closing of a double close, where you hold title and are plainly selling your own property. For an assignment, where you never hold title and what you sell is your position as buyer, it is an inference rather than a rule the statute states. No Florida statute says in terms that a wholesaler’s contract is its own real property, so treat the point as well supported rather than settled.

The exemption has its own limit. It “shall not be available if and to the extent that an agent, employee, or independent contractor paid a commission or other compensation strictly on a transactional basis is employed to make sales, exchanges, or leases to or with customers in the ordinary course of an owner’s business of selling, exchanging, or leasing real property to the public.” A wholesaling business that pays acquisition or disposition staff per closed deal should put that sentence in front of a Florida real estate attorney.

Marketing before you hold title: section 475.43

Section 475.43 is the provision most Florida wholesaling questions come back to. In criminal, contempt and other cases filed under the chapter, if a party “has advertised real estate for sale, lease, or rental, generally, or describing property, the title to which was not in such party at the time,” or sold real estate whose title was not in the party when it was offered, “it shall be a presumption that such party was acting or attempting to act as a real estate broker, and the burden of proof shall be upon him or her” to show otherwise.

That is the closest Florida law comes to answering whether you can market a property you have under contract. Marketing is not prohibited by name, but in a case under the chapter it generally triggers the presumption, and the common advice to market the contract rather than the house does not avoid it, because an advertisement for your contract still describes property whose title is not in your name. The presumption can be rebutted. You simply start the argument needing to show you acted as a principal.

The same section declares void, in proceedings under the chapter, “all contracts, options, or other devices not based upon a substantial consideration, or that are otherwise employed to permit an unlicensed person to sell” real estate whose beneficial title has not passed to them in good faith for a substantial consideration. It then says “this section shall not apply” to irrevocable gifts, “to unconditional contracts to purchase, or to options based upon a substantial consideration actually paid and not subject to any agreements to return or right of return reserved.” A token deposit on a contract you can cancel at will sits far from that carve-out, a real deposit on an unconditional contract sits close to it, and whether your contract form qualifies is a question for a Florida real estate attorney.

Assignment of contract in Florida

In an assignment you transfer your rights as buyer under the A to B contract to the end buyer, who pays you a fee and closes directly with the seller. You never hold title. There is one deed, from the seller to the end buyer, and Florida documentary stamp tax is paid on that one deed.

No Florida statute prohibits assigning a purchase contract, so whether yours can be assigned is a question of the contract itself. On the standard AS IS residential contract used across Florida, paragraph 7 offers three boxes, and “IF NO BOX IS CHECKED, THEN BUYER MAY NOT ASSIGN THIS CONTRACT.” Check the box, or get the seller’s written consent, before you market anything.

An assignment is visible to everyone at the table. The end buyer sees your contract price and your fee, and an end buyer using an FHA insured loan cannot buy through one at all, because federal regulation at 24 CFR 203.37a requires that the transaction “may not involve any sale or assignment of the sales contract.”

Double closing in Florida

In a double close you buy from the seller on the A to B leg and sell to the end buyer on the B to C leg, usually on the same day and through one closing agent. Each leg is an ordinary sale with its own contract, deed, settlement statement and documentary stamp tax, charged at 70 cents per $100 of consideration under section 201.02 everywhere except Miami-Dade. The A to B leg needs its own money, because the end buyer is paying for a property you do not yet own.

At the B to C closing you hold title, so you are selling your own real property, the case section 475.011 most clearly covers. The marketing you did before your deed existed is still advertising property not in your name under section 475.43, though, and the end buyer’s lender is entitled to an accurate file. Section 817.545 makes it mortgage fraud to knowingly make or use a material misstatement, misrepresentation or omission in the residential mortgage lending process, with intent to defraud and intending a lender or anyone else in the process to rely on it.

Assignment or double close, side by side

Both structures are generally lawful in Florida. They differ in what you sell, what the end buyer sees, what the closing costs and how the end buyer can pay.

Where wholesaling crosses the line in Florida

Most of the legal trouble in wholesaling is not about the structure. It is about conduct the statutes name, and several Chapter 475 prohibitions apply to any person, licensed or not. Section 475.42(1)(e) says “a person may not commit any conduct or practice set forth in s. 475.25(1)(b), (c), (d), or (h),” which pulls in fraud, advertising and referral fee provisions otherwise written for licensees.

• Working for the seller: agreeing to find a buyer for a seller’s property in exchange for a fee, rather than buying it yourself, is the conduct the broker definition describes.
• Misleading marketing: section 475.42(1)(n) bars disseminating “any false or misleading information for the purpose of offering for sale” Florida real estate. Describing yourself as the owner of a property you only have under contract, or as the seller’s agent, puts you at risk under that provision.
• Misleading the seller: section 475.25(1)(b), applied to any person through 475.42(1)(e), covers “fraud, misrepresentation, concealment, false promises, false pretenses, dishonest dealing by trick, scheme, or device” in any business transaction.
• Paying unlicensed finders: section 475.25(1)(h) covers paying a fee to a person not licensed “for the referral of real estate business, clients, prospects, or customers.” Whether that reaches a per lead fee to someone who brings you sellers is a question for a Florida real estate attorney before you pay one.
• Homeowners in foreclosure: section 501.1377 regulates a “foreclosure-rescue transaction,” in which a one to four family home in foreclosure is conveyed while the homeowner keeps an interest, such as an option to buy it back, in a deal designed to stop, avoid or delay the foreclosure. It requires a written agreement with set disclosures and a 3 business day right to cancel, and a violation is an unfair and deceptive trade practice with a penalty of up to $15,000 per violation.
• Deceiving a lender: in a double close, knowingly hiding the A to B purchase or misstating a price in the end buyer’s loan file, with intent to defraud, is the conduct section 817.545 makes a felony.

What unlicensed brokerage costs in Florida

The consequences are written into the statutes, and they can be stacked.

• Criminal: operating as a broker without a license is “a felony of the third degree” under section 475.42(1)(a). Other violations of section 475.42(1) are second-degree misdemeanors under section 475.42(2), except where the chapter prescribes a different punishment.
• Administrative: the Department of Business and Professional Regulation can issue a notice to cease and desist and impose a penalty “not to exceed $5,000 per incident” under section 455.228, and can seek a civil penalty of $500 to $5,000 for each offense in circuit court.
• Civil: under section 475.41, a contract for compensation for brokerage acts is not valid unless the person held a license when the act was performed, which puts a fee earned as a broker, rather than as a principal, at risk.
• Cumulative: each prohibited act is a separate offense under section 475.01(3).

How to stay on the right side in Florida

Most of the legal exposure is fixed before either closing, by the contract you sign and the way you market it.

• Sign as the buyer, in your own name or your entity’s, on a contract you intend to close and can close.
• Put down a real deposit, and read the contract’s cancellation rights against the section 475.43 carve-out for unconditional contracts.
• Check the assignability paragraph, and plan a double close if the contract cannot be assigned.
• Tell the seller in writing that you are an investor who intends to assign the contract or resell the property.
• Market as what you are, a buyer holding a contract. Never describe yourself as the owner or the seller’s agent, and never take a fee from the seller.
• Keep the contract, the deposit receipt and copies of your marketing, because section 475.43 puts the burden of showing you acted as a principal on you.
• Get advice before paying finders per lead, and before any deal with a homeowner whose property is in foreclosure.
• Have a Florida real estate attorney review your contract form and your marketing against sections 475.01, 475.011, 475.42 and 475.43.

Funding the A to B leg

When a Florida deal points to a double close and the A to B money is transactional funding, Entrusted Capital is a direct lender that funds the A to B leg of a Florida double close the same day, for up to 100% of the A to B purchase price, priced per transaction with no credit pulled for that leg. It lends for business purposes only, never on owner-occupied property, and provides proof of funds on request against a real deal.