Delaware Secretary of State VDA invitations

The Delaware Secretary of State (SOS) has recently posted a notice on its website stating that it began sending a new round of invitations for holders to participate in the Delaware SOS Voluntary Disclosure Agreement (VDA) Program on April 11, 2025, and that it will be sending a second round of invitations on Aug. 15, 2025. In addition to inviting a company to participate in the SOS’ VDA Program, these outreach letters put the company on notice that if it declines to participate, the Delaware Department of Finance will issue an audit notice 60 days after the date the letter was mailed to the company. Given the short response time, it is critical that companies be on the lookout for any notices from the state.

Why does Delaware send out VDA invitations to companies before they are selected for an audit? Delaware law provides that the Department of Finance cannot initiate new unclaimed property audits unless the SOS first notifies a company in writing that it has the option to enter the SOS’ VDA Program. As a result, the notices are both invitations to the SOS VDA Program and the “first step” of the audit process.

Another step in ongoing initiatives

This current VDA outreach is the most recent of a series of such initiatives. Previous rounds of VDA invitations were sent by the SOS on Feb. 23, 2024, and Nov. 15, 2024, resulting in many companies either entering a VDA with the state or risk facing an unclaimed property audit.

Recently, in addition to the SOS’ VDA invitations, Delaware’s Department of Finance reached out to holders by sending notices requesting “verified reports” of unclaimed property, which focus on the single-year review of a company’s most recent annual filing. Even companies that did not file an unclaimed property report with Delaware may receive verified report notices, including holding companies and other companies without operational activity. Unfortunately, there are no specific criteria set forth in Delaware that would qualify a company for receiving a notice or not.

What to do if your company receives an SOS VDA Program invitation

1. Be on the lookout. Notify your team that invitations for the SOS VDA Program may be coming. If unanswered, the invitations to participate in the SOS VDA Program will likely lead to an audit notice. This step is especially important as the invitation may be easily overlooked as your team focuses on other activities and more may be out of the office for summer vacations.