Coinbase Ditches Delaware for Texas Incorporation

Coinbase, America's largest crypto exchange, has filed to reincorporate in Texas following a wave of companies, including Tesla and SpaceX, that have fled Delaware’s courts in search of more business-friendly laws.

What's the scoop?

• A Better Deal: Coinbase Chief Legal Officer Paul Grewal said the decision “was not made lightly," adding: "Texas’ corporate legal framework offers the right mix of efficiency, predictability, and fairness to be our home for incorporation."
• The Backdrop: Delaware has long been America’s corporate capital, home to over half of all public companies. But recent court rulings, like the one that voided Elon Musk’s $56 billion Tesla pay package, have spurred a corporate exodus.
• Why Now: In contrast to Delaware, Texas recently passed Senate Bill 29, codifying the “business judgment rule” and limiting shareholder lawsuits, making it a more predictable environment for executives.

Bankless take:

Coinbase’s shift underscores a bigger trend: regulatory competition among U.S. states. Just as crypto projects flock to friendlier jurisdictions for their onchain needs, companies are now choosing where to anchor offchain. For Coinbase, Texas offers not just lower friction but a symbolic alignment with frontier autonomy.