Coinbase Exits Delaware for Texas Reincorporation
Coinbase Global Inc. has officially filed to reincorporate from Delaware to Texas. The crypto exchange secured support from 78.4% of voting power for the move, marking a significant shift in corporate strategy. The board approved this decision on October 29, 2025, positioning the company alongside other major firms leaving Delaware’s traditional corporate framework.
This transition does not impact current operations, office locations, or share trading. The Nasdaq-listed exchange maintains its market presence while changing its legal domicile. This strategic decision reflects broader industry trends as companies reassess their incorporation choices.
Why Coinbase Chose Texas Over Delaware
Chief Legal Officer Paul Grewal wrote that Delaware’s legal framework no longer provides companies with consistency. The company specifically criticized Delaware’s increasing litigation risks and unpredictable court outcomes. Delaware judges have expanded stringent legal standards to more situations involving controllers, raising shareholder lawsuit risks.
Texas offers pro-business, innovation-friendly corporate laws with greater predictability and lower litigation risks. The state provides enhanced statutory protections for boards and shareholders. Texas established the Business Court in 2023 to challenge Delaware’s Chancery Court for corporate litigation. These specialized courts create a more favorable environment for corporate disputes.
Texas attracts companies with favorable business conditions, friendlier tax rules, and lighter regulatory requirements. The state has positioned itself as a hub for innovation and growth. Coinbase previously paid approximately $250,000 in Delaware franchise taxes, another financial consideration in the move.
Coinbase Reincorporation Texas Follows Tesla Precedent
Elon Musk led the campaign to exit Delaware, reincorporating Tesla and SpaceX in Texas. This happened after Delaware’s Court of Chancery rescinded Musk’s $56 billion pay package from Tesla. Musk urged companies to move from Delaware as soon as possible, sparking what some call the “Dexit” movement.
Several companies valued over $1 billion have moved their legal home from Delaware since last year. Tesla’s high-profile relocation set a precedent for other corporations. Nevada earned reincorporations from companies like Roblox and Dropbox, while Texas continues attracting major players.
Coinbase, with a nearly $82 billion market capitalization, becomes one of the largest companies to make this move. The exchange’s decision carries significant weight in corporate circles. Both Coinbase CEO Brian Armstrong and Elon Musk supported Donald Trump’s 2024 campaign, adding political dimensions to these corporate decisions.
Texas Emerges as Crypto-Friendly Reincorporation Hub
CEO Brian Armstrong stated the move supports economic freedom and Bitcoin adoption. Texas has actively courted cryptocurrency firms through supportive legislation. The state touts regulatory clarity and lower operating costs for blockchain development.
Texas enacted amendments to its Business Organizations Code in May 2025, including a 3% ownership threshold for derivative suits. These changes create more predictable legal outcomes for businesses. Governor Greg Abbott provides a space that attracts growing firms, actively promoting Texas as a corporate destination.
The reincorporation process began in January 2025 with a special committee review that recommended the move in April. The company cited Texas’s Strategic Bitcoin Reserve as a primary driver. This alignment with pro-crypto policies strengthens Texas’s position in digital asset markets.
Corporate Governance Under Texas Law
Senate Bill 29 codified the business judgment rule, protecting directors from certain liabilities during litigation. This rule applies to suits in the Business Court. Future corporate disputes will be heard in the Texas Business Court or federal court in Dallas, replacing Delaware’s Court of Chancery jurisdiction.
The move will be structured as a tax-free reorganization with no changes to business operations. Shareholders maintain their positions and rights throughout this transition. Class B stockholders retain appraisal rights under Delaware law during the conversion process.
The conversion becomes effective no earlier than 20 days after the information statement reaches stockholders. This timeline allows proper legal procedures to be completed.
Conclusion
Coinbase’s reincorporation in Texas represents a calculated move toward regulatory predictability and crypto-friendly governance. The exchange joins Tesla in abandoning Delaware’s traditional corporate framework for Texas’s emerging business ecosystem. This shift highlights changing corporate priorities as companies seek states aligned with their operational philosophies and industry needs.
