Coinbase to reincorporate in Texas, exit Delaware

Coinbase is departing Delaware and reincorporating itself in Texas, the company said in a regulatory filing on Wednesday, citing the new business hub’s growing attractiveness for innovative companies.

Texas is establishing itself as the new darling of Corporate America by drawing companies with its favorable business environment, friendlier tax rules, lighter regulatory requirements, and new legislation aimed at establishing specialized business courts.

Several companies with a valuation of over $1 billion have moved their legal home out of Delaware since last year, in what some have nicknamed “Dexit.”

Tesla shifted its headquarters to Texas last year in a high-profile relocation, while Trump Media & Technology, the owner of Truth Social, moved its base to Florida in April.

Coinbase, with a market capitalization of nearly $82 billion, according to LSEG, will be one of the largest companies to move base.

“For decades, Delaware was known for predictable court outcomes, respect for the judgment of corporate boards and speedy resolutions,” Coinbase Chief Legal Officer Paul Grewal said in a opinion piece in the Wall Street Journal on Wednesday.

Delaware judges, however, have expanded the court’s most stringent legal standard to a growing range of situations involving controllers, increasing the risk of shareholder lawsuits.

The decisions culminated with the blockbuster ruling last year that rescinded Musk’s $56 billion pay package from Tesla. “Never incorporate your company in the state of Delaware,” Musk had said on X after the ruling.

“It’s a shame that it has come to this, but Delaware has left us with little choice,” Grewal added.

Texas has stepped up efforts to attract cryptocurrency firms, touting regulatory clarity and lower operating costs, with recent legislation positioning the state as a growing hub for blockchain development amid uncertainty in other jurisdictions.

Coinbase in the largest publicly traded cryptocurrency exchange in the U.S.