Coinbase is leaving Delaware for Texas, becoming the latest major company to abandon the state long known as America’s corporate capital.
In a Wednesday filing with the Securities and Exchange Commission, the crypto exchange said it will reincorporate in Texas, calling the state a “new business hub” with a friendlier environment for innovation.
The move, revealed alongside an op-ed in The Wall Street Journal by Coinbase Chief Legal Officer Paul Grewal, marks a sharp rebuke of Delaware’s once-unquestioned dominance.
“For decades, Delaware was known for predictable court outcomes, respect for boards, and speedy resolutions,” Grewal wrote. “It’s a shame that it has come to this, but Delaware has left us with little choice.”
Coinbase following Elon Musk’s lead
Coinbase joins a growing list of firms — including Tesla, SpaceX, Dropbox, TripAdvisor and venture firm Andreessen Horowitz — that have relocated their corporate homes to Texas. The trend began after Delaware’s Chancery Court ordered Tesla to rescind Elon Musk’s $56 billion pay package earlier this year, a ruling that rattled corporate executives and prompted Musk to lead a public campaign urging companies to “get out of Delaware.”
Musk later reincorporated both Tesla and SpaceX in Texas, where new laws allow companies to limit shareholder lawsuits and protect board decisions from second-guessing by courts.
Grewal echoed that sentiment, arguing Delaware’s legal system has become unpredictable. “The state no longer has a monopoly on corporate law,” he wrote. Texas, he added, offers the “right mix of efficiency, predictability, and fairness.”
Texas has spent the past year positioning itself as a destination for businesses. Governor Greg Abbott has championed new legislation establishing specialized business courts and tax incentives for companies relocating to the state.
In a post on X, Coinbase CEO Brian Armstrong and Grewal said the decision was “not made lightly,” but reflected what’s best for “our customers, employees, and shareholders.”
Like Musk, Armstrong was a major donor to Donald Trump’s 2024 presidential campaign — a sign that corporate migration to Texas also aligns with broader political and regulatory preferences inside America’s tech and crypto sectors.
Coinbase and Andreessen Horowitz currently face a lawsuit in Delaware tied to the crypto exchange’s 2021 public listing, a case that underscores the legal friction the company now seeks to leave behind.
For Delaware, the loss stings. The state’s reputation as the gold standard of corporate governance is being challenged for the first time in decades.
As Grewal put it: “Competition among states is healthy. It empowers businesses and innovators on ambitious paths.”
