Coinbase Global, Inc. (NASDAQ: COIN), America’s largest cryptocurrency exchange, filed with the U.S. Securities and Exchange Commission (SEC) on Wednesday to change its state of incorporation from Delaware to Texas, marking one of the most high-profile departures yet from the nation’s traditional corporate-law capital.
The move, effective upon the filing of certificates of conversion in both states, was approved by written consent of a majority of stockholders and requires no shareholder vote. In a thread on X and an accompanying Wall Street Journal op-ed, Coinbase Chief Legal Officer Paul Grewal declared that “Delaware no longer enjoys a monopoly on American corporate law” and cited Texas as “the ideal hub for innovative companies.”
“Recent Delaware court decisions have introduced uncertainty and undue litigation risk for directors and shareholders alike,” Grewal wrote. “Texas, by contrast, offers greater predictability, lower litigation exposure, and robust statutory protections for officers and directors.”
Today @Coinbase is announcing our decision to leave Delaware and reincorporate in Texas. This decision was not made lightly, but we’ll always do what’s best for our customers, our employees, and our shareholders. 1/6
— paulgrewal.eth (@iampaulgrewal) November 12, 2025
Grewal specifically praised amendments to the Texas Business Organizations Code that limit shareholder lawsuits for breach of fiduciary duty unless fraud or self-dealing is proven.
Coinbase and Andreessen Horowitz, the company’s early backer, currently face a lawsuit in Delaware concerning the sale of shares in the company tied to its public listing in 2021.
The redomestication caps a year-long exodus of public companies from Delaware, often dubbed “Dexit.” Elon Musk relocated Tesla and SpaceX to Texas in 2024 after a Delaware judge voided his $56 billion compensation package. Since then, Dropbox shifted to Nevada, and Meta Platforms has reportedly explored similar options.
The shift reflects broader reforms in Austin. In 2023, Texas created specialized business courts, modeled on Delaware’s renowned Court of Chancery but with judges appointed rather than elected. The Lone Star state has also partially eliminated franchise taxes for certain corporations and positioned itself as a crypto-friendly jurisdiction, passing legislation that recognizes digital assets under the Uniform Commercial Code and promotes a favorable environment for Bitcoin mining operations.
For Coinbase, the move aligns with its long-standing push for regulatory clarity in digital assets. Earlier this year, the SEC dismissed its high-profile enforcement action against the company, and Coinbase has emerged as a leading voice in Washington for comprehensive crypto legislation.
Coinbase expects the redomestication to be completed within weeks, after which it will be governed exclusively by Texas corporate law. The company emphasized that the move will have no impact on day-to-day operations or its San Francisco headquarters.