The $82 billion crypto exchange joins a growing list of corporations leaving Delaware amid rising legal risks and stricter court rulings.
Coinbase (COIN.O), the largest publicly traded cryptocurrency exchange in the United States, announced it is departing Delaware and reincorporating in Texas, citing the Lone Star State’s business-friendly environment and its emergence as a hub for innovation.
In a regulatory filing Wednesday, Coinbase said the move reflects Texas’s pro-business laws, lighter regulation, and newly created business courts aimed at handling complex corporate disputes. The company, valued at nearly $82 billion, becomes one of the largest firms to exit Delaware—a trend that some have dubbed “Dexit.”
“It’s a shame that it has come to this, but Delaware has left us with little choice,” said Paul Grewal, Coinbase’s Chief Legal Officer, in an op-ed published in The Wall Street Journal.
For decades, Delaware has been the corporate capital of America, favored for its predictable court outcomes and pro-business governance structure. But Grewal argued that recent court decisions have increased the risk of shareholder lawsuits and eroded the state’s reputation for fairness.
A key turning point came with Delaware’s 2024 ruling voiding Elon Musk’s $56 billion Tesla pay package, a decision that rattled corporate leaders nationwide. Musk himself later warned, “Never incorporate your company in Delaware.”
Coinbase joins other major firms shifting out of the state, including Tesla, which relocated its headquarters to Texas last year, and Trump Media & Technology Group, which moved to Florida in April.
Texas has aggressively positioned itself as a destination for high-growth companies, particularly in blockchain and cryptocurrency. The state’s regulatory clarity, lower operational costs, and supportive legislative climate have drawn firms seeking stability amid federal uncertainty.
“Texas is becoming Corporate America’s new darling,” Grewal wrote, adding that the state offers a “predictable, innovation-focused framework” for emerging industries.
Coinbase’s move underscores a growing corporate migration out of Delaware, long regarded as the gold standard for incorporation. With companies increasingly favoring Texas and Florida, analysts say the shift signals a broader realignment in U.S. corporate governance.
