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12 Del. C. § 1130 et seq. · Delaware Department of Finance / SOS VDA Program

Delaware Corporate Unclaimed Property, Form VDA-1 & Second-Priority Domicile Defense

Under Texas v. New Jersey, Delaware is the nation's primary Second-Priority enforcement state for corporations and LLCs formed in Delaware—capturing all unknown-address property and unaddressed gift cards nationwide.

Deadline: March 1 Cutoff: December 31 No B2B Exemption Zero Report: Requested

Delaware Statutory Dormancy & Compliance Schedule

NAUPA Property StreamStatutory DormancyCompliance Rule
Uncashed AP Vendor Checks (CK13)5 yrsDelaware provides no statutory B2B exemption; uncashed vendor checks and commercial credit balances are reportable, subject to the 90-day voided check exclusion under SOS VDA guidelines.
Payroll, Wages & Commissions (MS01)1 yrNever B2B exempt; applies to employee final & bonus checks.
AR Credit Balances & Overpayments (MS09)5 yrsWrite-offs to income do not extinguish reporting obligation.
Customer Refunds (MS05)5 yrsDue diligence window: 60–120 days prior to March 1.
Gift Cards & Stored Value (GC / MS12)5 yrsUnaddressed cards route to corporate domicile under 2nd Priority.
Securities & Dividends (SC01 / SC08)3 yrsFirst-class mail; certified mail for securities ($250+)
Virtual Currency / Digital Assets (VC)5 yrs (USD liquidation)Verify liquidation vs. native custodial transfer mandate.

Key Delaware Compliance Traps & Enforcement Risks

Strict 90-Day Form VDA-1 Clock Once the Delaware Secretary of State mails a VDA invitation letter, holders have strictly 90 calendar days to submit executed Form VDA-1. Missing day 90 results in automatic referral to the Department of Finance for a 15-year third-party audit (commonly administered by Kelmar Associates), permanently barring SOS VDA entry.
15-Year Lookback & Missing ERP Extrapolation Delaware audits and VDAs span 10 report years plus the 5-year dormancy period (15 transaction years). Where bank reconciliations or check registers are missing for older years, unrepresented holders face gross statistical extrapolation across revenue ratios.
90-Day Voided Check Safe Harbor Checks voided within 90 days of issuance are presumptively excluded under SOS VDA protocols; checks voided past 90 days require documented accounting-error remediation to prevent assessment.
Virtual Currency Mandatory Liquidation Delaware requires virtual currency escheated after a 5-year dormancy period to be liquidated to U.S. dollars within 30 days prior to filing—eliminating future appreciation claims.

Delaware SOS Voluntary Disclosure Agreement (Form VDA-1)

90-day statutory enrollment window from invitation letter; 15-year lookback (10 report years + 5-yr dormancy); 100% penalty & interest waiver + 90-day void safe harbor.

Statutory Interest & Penalties: Up to 0.5%/mo interest (50% cap) + civil penalties under audit. Negative Report Policy: Not statutorily mandated for all entities, though strongly scrutinized for Delaware-domiciled entities; cold zero filings can trigger review if historical filings are absent.

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Statutory Questions & Answers

What happens if our Delaware-incorporated company has no employees or offices in Delaware?

Physical nexus is irrelevant to unclaimed property. Under Texas v. New Jersey (379 U.S. 674), your state of incorporation/formation holds Second-Priority escheat rights over all unaddressed obligations (such as gift cards, unknown-address vendor checks, and foreign-owner items).

Should we file a zero/negative report in Delaware before responding to a VDA invitation?

No. Cold-filing a single year or zero report does not cure a 15-year lookback gap and should never be submitted before executing Form VDA-1 or confirming entity scope.