Coinbase, the largest cryptocurrency exchange in America, announced that it is officially relocating its state of incorporation from Delaware to Texas, joining a growing exodus of companies to the Lone Star State.
The decision mirrors a similar move taken by Elon Musk with Tesla and SpaceX, both of which were originally incorporated in Delaware but reincorporated in Texas last year after experiencing similar frustrations with Delaware’s court system.
Coinbase Chief Legal Officer Paul Grewal outlined the decision in an opinion piece published in The Wall Street Journal this week, saying that Delaware’s once-reliable corporate legal system has fallen into a state of inconsistent chaos.
“Coinbase has filed with the Securities and Exchange Commission Wednesday that it is leaving Delaware. We are reincorporating in Texas, which has become an increasingly attractive hub for innovative companies like ours. It’s a shame that it has come to this, but Delaware has left us with little choice,” Grewal wrote.
Texas has attracted companies like Coinbase by enacting favorable laws for business owners, unlike some of the limitations in Delaware’s broader fiduciary standards, which have sparked a trend of reincorporations.
Musk seemingly led that trend in early 2024 after a Delaware judge voided his landmark 2018 compensation package at Tesla, valued at roughly $56 billion in stock options, as previously reported by The Dallas Express. The void did not matter much in the long run, as shareholders recently approved a $1 trillion pay package for Musk, provided he meets a certain set of contractual goals.
However, the past ruling prompted Musk to publicly call out other businesses to follow suit.
“SpaceX has moved its state of incorporation from Delaware to Texas! If your company is still incorporated in Delaware, I recommend moving to another state as soon as possible,” Musk posted to X back in February of 2024.
Coinbase is not alone in its 2025 departure.
Tech firms like Dropbox Inc. and TripAdvisor Inc., along with some venture capital firms, have also opted to reincorporate elsewhere, leaving Delaware in recent months. However, for Coinbase, the timing is notably important: The company and Andreessen Horowitz, an early investor, are currently entangled in a Delaware-based lawsuit over share sales linked to Coinbase’s 2021 initial public offering.
Regardless, Coinbase’s move now adds more urgency to a growing exodus of corporations in Delaware.
As of 2024, over 66% of Fortune 500 companies were still incorporated in Delaware, drawn by its specialized Chancery Court and accommodating corporate statutes. Yet critics, including Musk and now Grewal, argue that recent high-profile judicial decisions have drastically altered what was once considered a business-friendly environment.