Article
July 28, 2026

Managing state tax exposure for growing businesses: When to consider a voluntary disclosure agreement (VDA)

A meeting discussing managing state tax exposure for growing businesses

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For growing businesses, state tax exposure often develops gradually. Filing and payment obligations can emerge before leadership realizes they exist, and if left unaddressed, a compliance gap can turn into a multi-year liability that affects financial reporting, cash flow, transaction readiness, and overall business value.

These obligations may involve sales and use tax, income tax, franchise tax, or gross receipts tax across multiple jurisdictions. A voluntary disclosure agreement (VDA) can help businesses proactively resolve certain historical tax liabilities before a state taxing authority initiates contact.

What Is a VDA?

A VDA is an agreement between a taxpayer and a state taxing authority that allows the business to voluntarily disclose past tax exposure and come into compliance under generally more favorable terms than those available during an audit.

Common benefits may include:

  • Reduced penalties
  • Limited lookback periods
  • Resolution of historical liabilities
  • Greater certainty around future compliance
  • Reduced audit risk for prior periods

Most importantly, a VDA can help convert uncertain, open-ended exposure into a defined liability that leadership can address and move beyond.

What Causes State Tax Exposure?

State tax exposure is rarely the result of intentionally avoiding compliance. More often, business growth outpaces tax processes.

Common triggers include:

As businesses grow, filing obligations can emerge before internal processes are updated to address them.

Signs a VDA May Be Appropriate

Every situation is different, but several common indicators typically signal it’s time to evaluate a VDA.

  • Activity in states where you've never filed. Operating in states without registering, filing returns, or remitting taxes, especially for sales and use tax obligations triggered by economic nexus without a physical presence.
  • Exposure that spans multiple years. Older liabilities compound quickly through accrued tax, penalties, interest, and heightened audit risk.
  • Potentially material liabilities. Exposure large enough to affect earnings, cash flow, financial reporting, valuation, or stakeholder decisions.
  • An upcoming transaction. Unresolved state and local tax (SALT) issues can surface during due diligence and complicate financing, sales, or other strategic events.

Acting before a state taxing authority initiates contact preserves the most options. Once an audit or inquiry begins, VDA eligibility is typically off the table.

Is a VDA Always Necessary?

While a VDA can be an effective way to address historical state tax exposure, it is not the right solution for every situation.

A VDA may not be the best solution when:

  • The issue involves a minor or isolated error
  • An amended return can resolve the matter
  • An active audit already exists
  • State-specific program requirements prevent participation

The right approach depends on several factors, including the materiality of the liability, the number of years involved, state contact status, and broader business objectives.

Not sure whether a VDA is the right path? Download our decision tree to evaluate your situation and identify potential next steps.

What Does the VDA Process Typically Involve?

While requirements vary by jurisdiction, a VDA generally includes:

  1. Nexus and exposure analysis
  2. Quantification of historical liabilities
  3. Evaluation of state-specific disclosure programs
  4. Negotiation of agreement terms
  5. Filing of required returns
  6. Payment of back taxes and interest
  7. Implementation of ongoing compliance processes

To meet each state's unique rules and program requirements, businesses should prioritize proactive coordination and careful planning.

Maintaining Compliance After Resolving Historical Exposure

Resolving past exposure is only half the work. To keep pace with growth and reduce the risk of future issues, businesses should build ongoing SALT compliance into daily operations by:

  • Monitoring nexus thresholds across states where sales, payroll, or property activity is expanding
  • Reviewing filing obligations as new products, services, or jurisdictions come online
  • Strengthening documentation to support taxability positions and audit defense
  • Assessing product and service taxability when offerings or delivery models change
  • Aligning compliance procedures with changing business operations and systems

Ongoing monitoring turns compliance from a reactive fix into a repeatable process that scales with the business.

We Can Help

Elliott Davis helps businesses evaluate SALT exposure, assess VDA eligibility, quantify potential liabilities, and develop practical remediation strategies. Whether the issue involves sales and use tax, income tax, franchise tax, or multi-state expansion, our professionals can help organizations understand their obligations and evaluate available options.

If your company has expanded into new states, completed an acquisition, added remote employees, or identified potential filing gaps, now may be the time to assess your exposure. Early action can help reduce uncertainty, limit penalties, support transaction readiness, and establish a stronger foundation for long-term compliance.

Contact Elliott Davis to get started.

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The information provided in this communication is of a general nature and should not be considered professional advice. You should not act upon the information provided without obtaining specific professional advice. The information above is subject to change.

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