# Voluntary Disclosure Agreements (VDAs) and How E-Commerce Brands Use Them for Sales Tax Compliance

Canonical: https://trykintsugi.com/blog/voluntary-disclosure-agreements
Published: 2025-02-24

How e-commerce brands can use Voluntary Disclosure Agreements to address past sales tax liabilities, reduce penalties, and establish an ongoing compliance process.

In e-commerce, sales tax obligations can span many jurisdictions. A Voluntary Disclosure Agreement (VDA) can help a business address past liabilities, reduce penalties, and establish a compliant reporting process before a state initiates an audit.

## What is a Voluntary Disclosure Agreement?

A Voluntary Disclosure Agreement is a formal agreement between a taxpayer and a state tax authority. It allows a business to disclose previously unpaid tax and resolve the liability under negotiated terms that may include reduced penalties, a limited look-back period, and protection from some audit-related consequences.

An in-state VDA is generally used when a business is already registered in a state but failed to report or pay all required tax. An out-of-state VDA is commonly used when a business established nexus without registering or collecting sales tax. The exact benefits and requirements vary by state.

### The role of nexus in VDAs

Nexus determines whether a business has a tax obligation in a jurisdiction. It can arise from physical presence, inventory, employees, or economic activity such as reaching a state’s sales or transaction threshold.

When a business discovers that it established nexus without registering or filing, a VDA can provide a structured way to disclose the issue and negotiate the look-back period and penalty treatment.

## When should an e-commerce brand consider a VDA?

Businesses should consider a VDA when they identify past tax exposure and want to resolve it proactively. Common situations include:

1. **Nexus was established without registration.** The business reached an economic nexus threshold but did not register or collect sales tax.
2. **Expansion revealed historical noncompliance.** A review of sales data shows that tax should have been collected in additional states.
3. **A state has not contacted the business yet.** Applying before a notice or audit can preserve options that may be unavailable after state contact.
4. **Marketplace sales do not cover every obligation.** Marketplace facilitators may collect tax on some transactions while direct sales, business taxes, or other activities create separate obligations.
5. **A nexus study identified exposure.** A multi-state analysis may reveal liabilities that need to be disclosed and resolved.
6. **Physical presence expanded.** Warehouses, fulfillment inventory, or remote employees can create obligations even when direct sales volume is low.
7. **Tax was collected before registration.** Collecting tax without completing registration can create an additional compliance issue.
8. **A transaction or funding round exposed liability.** Due diligence often identifies unpaid sales tax before an acquisition or investment.
9. **Historical returns were never filed.** A VDA can limit the periods that must be addressed in some jurisdictions.
10. **Tax rules changed.** New economic nexus rules or expanded taxation of digital goods can expose gaps in an existing process.

## Common VDA pitfalls

VDAs are most effective when the business understands its exposure before beginning negotiations. Avoid these common mistakes:

- Applying without confirming whether nexus exists.
- Underestimating or overestimating historical taxable sales.
- Missing eligible periods within the state’s look-back window.
- Starting collection before understanding the registration and disclosure sequence.
- Missing reporting or payment deadlines after the agreement is accepted.
- Leaving related entities out of the analysis.
- Assuming a state-level agreement covers every local obligation.
- Completing the VDA without establishing an ongoing compliance workflow.
- Attempting to navigate complex industry-specific issues without qualified tax guidance.

## How to execute a VDA successfully

Start with a complete review of transaction history, registrations, returns, and other activities that could create nexus. Quantify the potential liability by jurisdiction and document the assumptions used in the analysis.

Next, establish confidentiality protections and negotiate the key terms, including the look-back period, payment schedule, filing obligations, and future compliance requirements. Once the agreement is accepted, meet every deadline and retain the supporting documentation.

Automation can make the process more reliable by validating transaction data, identifying jurisdictional exposure, maintaining current thresholds, and producing the reports needed for disclosure and ongoing filing.

## Why sales tax compliance matters for e-commerce brands

Unreported sales tax can create liabilities, penalties, interest, and audit risk. The risk grows as a business adds sales channels, fulfillment locations, employees, and taxable products across states.

A VDA gives a business a proactive path to address known exposure. It does not replace a complete nexus review or ongoing compliance process, but it can reduce uncertainty and help the business move forward with a documented plan.

## Automate VDAs and sales tax compliance with Kintsugi

Kintsugi helps e-commerce brands monitor nexus thresholds, identify exposure, validate transaction data, and manage sales tax compliance across jurisdictions. The platform supports the reporting and data workflows teams need when addressing historical liabilities and building a repeatable filing process.

If your business has discovered unregistered sales or unpaid tax, review the exposure before a state contacts you. Book a demo or start with Kintsugi’s free monitoring tools to understand where your obligations may exist.