The SOS VDA Program creates an efficient and collaborative settlement process for determining the Holder’s past due unclaimed property bringing the Holder into compliance with the Abandoned or Unclaimed Property Law for prior reporting years.
The SOS VDA Program is designed to reach a final agreement on past due liabilities as quickly as possible from the day Holders enters, and no later than two years after the date of enrollment. After entering and completing the SOS VDA Program, Holders that fulfill its future annual reporting requirements are protected against an unclaimed property audit for historic liabilities for the property types and entities reviewed as part of the SOS VDA.
The following are not eligible to enroll in the SOS VDA Program:
Note on conversion from Department of Finance examination to the SOS VDA Program: Pursuant to legislation enacted in February of 2017, Holders under a Department of Finance examination, which were initiated on or before July 22, 2015, may choose to (i) have the Department of Finance examination converted to the SOS VDA Program or (ii) have the audit fast-tracked to a two-year, expedited process. This election must be made on or before December 11, 2017, which is within 60 days following the adoption of regulations regarding estimation by DOF, by which date the conversion documents must be received by the Department of State.
Holders have enrolled in the SOS VDA Program for the following reasons, among others:
As detailed in 12 Del. C. § 1173, benefits for Holders that enroll in the SOS VDA Program include the following:
A Holder enrolls in the SOS VDA Program by executing Form VDA-1 – Notice of Intent to Voluntarily Comply with Abandoned or Unclaimed Property Law (hereinafter referred to as “Form VDA-1”). Form VDA-1 must be signed by an authorized person, entity representative, or officer of the company.
Form VDA-1 may be submitted electronically or by mail to the following:
Secretary of State, State of Delaware
ATTN: SOS VDA Program
401 Federal Street, Suite 3
Dover, DE 19901
A copy of the Form VDA-1 can be found on this website on the Steps to VDA page:
Since this is a VDA and not an audit, it is the Holder’s responsibility to do a self-review and present the conclusions consistent with the process outlined in the “Steps to VDA” tab. In this way, Holders have more control over the VDA process and the ability to present its conclusions to the State, as opposed to an audit where the auditor performs the analysis and assesses a liability based on the auditor’s review.
This order of priority is based on rules established by the seminal U.S. Supreme Court case, Texas v. New Jersey, 379 U.S. 676 (1965). Therefore, it is likely that most if not all Delaware legal entities would have some unclaimed property due and payable to the State of Delaware, even if that legal entity has no operations, vendors or customers in Delaware.
Under this section, companies have 60 days from the date the request was mailed to enroll in the SOS VDA Program by completing, executing and submitting a Form VDA-1 Disclosure and Notice of Intent to Voluntarily Comply with Abandoned or Unclaimed Property Law to the Secretary of State. Form VDA-1 is available on this website under “Steps to VDA”. If a company does not formally enroll in the SOS VDA Program within 60 days after the request to enter was mailed, then the company will be referred to the State Escheator for audit.
The Secretary of State expects every VDA enrollee to reasonably estimate liabilities for periods and entities where records are not available to determine a Holder’s unclaimed or abandoned property. See SOS VDA Regulations and Implementing Guidelines for information related to estimation.
When the SOS VDA is presented to the State, each submission will undergo a due diligence/validation process as outlined in the Implementing Guidelines and SOS VDA Regulations. At this time, the Holder may be asked to provide various supporting documentation such as: trial balances, general ledger detail, bank reconciliations and associated back up, voided and outstanding checklists, accounts receivable aging, and remediation support.
When completing the Form VDA-1 Disclosure and Notice of Intent to Voluntarily Comply with Abandoned or Unclaimed Property Law, the Holder has the option of assigning a Holder Advocate who will be assisting the Holder with the VDA. By noting the Holder Advocate on the form, you are providing permission for the Department of State and/or its designees to communicate with the Holder Advocate. If additional Holder Advocates are involved, changed or added, confirmation of such will be required from the Holder in writing (e.g., email confirmation).
Legal Disclaimer: The materials contained herein are intended to provide information in regard to the subject matter covered. The Delaware Department of State is not engaged in rendering legal, accounting, or other professional services. If legal advice or other professional assistance is required, the services of a qualified professional should be sought.