Coinbase Relocates Incorporation from Delaware to Texas, Following Elon Musk’s Tesla

Coinbase announced its decision to reincorporate from Delaware to Texas, becoming the latest major company to follow Elon Musk’s lead in abandoning the traditional corporate haven.

Chief Legal Officer Paul Grewal revealed the move in a Wall Street Journal op-ed on Wednesday.

:recalculating:
:recalculating:
:reincorporating:

Bye Delaware.
Hi Texas.

Who’s got restaurant recos? pic.twitter.com/z9pVnNT8gr

— Coinbase 🛡️ (@coinbase) November 12, 2025

The crypto exchange joins a growing exodus of prominent companies departing Delaware. This shift follows mounting concerns about unpredictability in the state’s once-reliable legal framework for corporations.

Delaware’s Legal Framework Under Scrutiny

Grewal wrote that Delaware’s legal system previously offered companies consistency. However, recent outcomes in the Delaware Chancery Court have created unpredictable conditions for businesses.

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

Several notable companies have announced similar departures from Delaware. Dropbox, TripAdvisor, and venture capital firm Andreessen Horowitz have all left the state.

Elon Musk championed this corporate migration following a Delaware Chancery Court ruling. The court ordered Tesla to rescind his 2018 pay package, valued at approximately $56 billion in options.

Musk wrote on X in February 2024 that companies still incorporated in Delaware should move to another state immediately. He made this statement when filing to change SpaceX’s incorporation state from Delaware to Texas.

Grewal acknowledged Delaware’s past strengths on social media. He noted having great experiences in the state as both a lawyer and judicial colleague.

The Coinbase executive stated that Delaware no longer holds a monopoly on corporate law. The state now faces strong competition from others innovating to provide better business environments.

Coinbase stated it remains focused on its core mission. The company aims to increase economic freedom by building the onchain economy.

Grewal concluded that the reincorporation decision keeps Coinbase aligned with its strategic path. The move reflects growing competition among states for corporate domiciles.

Texas Emerges as Corporate Alternative

Grewal emphasized that Coinbase made the decision carefully. The company prioritizes what serves customers, employees, and shareholders best.

Texas’ corporate legal framework offers efficiency, predictability, and fairness, according to Grewal. These qualities made it the appropriate choice for Coinbase’s incorporation home.

Grewal thanked Texas Governor Greg Abbott for creating an environment welcoming ambitious company. He called this foundation essential for American innovation.

Meanwhile, the trend extends beyond Coinbase. The company acknowledged it was not the first to make this decision and predicted more would follow.

Grewal described the movement as a return to free market economy principles. This includes competition in regulation and judicial review among states.

Tesla completed its reincorporation to Texas following shareholder approval in June 2024. The company filed paperwork with the Texas Secretary of State’s office the week before the announcement.

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. pic.twitter.com/B7FLByL2dY

— Elon Musk (@elonmusk) February 15, 2024

During the shareholder meeting, Tesla investors voted to reinstate Musk’s 2018 pay deal. A Delaware judge had voided the package earlier in 2024.

The compensation plan was valued at $56 billion based on prior stock prices. It represented the largest compensation package ever awarded to a public company executive.