Coinbase to Leave Delaware for Bitcoin-Friendly Texas

Coinbase, America’s biggest crypto exchange by trading volume, is leaving Delaware to reincorporate in Texas, citing a crypto-friendly environment and “strong culture of celebrating builders” for the decision. 

The publicly traded company, which has a remote-first policy with its employees, had been legally based in Delaware but said Wednesday in a regulatory filing with the SEC that Texas was a better fit for the firm. 

In an op-ed in The Wall Street Journal, Coinbase Chief Legal Officer Paul Grewal wrote that “Texas offers efficiency and predictability, in part thanks to recent corporate-law reforms that enhance governance flexibility and legal predictability.”

“Delaware’s legal framework once provided companies with consistency,” he wrote. “But no more. Delaware’s Chancery Court in recent years has been rife with unpredictable outcomes.” 

Coinbase CEO Brian Armstrong wrote in a Wednesday post on X: “Coinbase has always been about increasing economic freedom, and this factors into the state where we choose to incorporate. 

He added: “Texas has a strong culture of celebrating builders who are growing our economy, creating prosperity for all. They’ve also embraced crypto.”

American companies have long chosen to register themselves in Delaware because the state’s court system—the Court of Chancery—is famous for settling corporate disputes. 

But top U.S. companies, including electric car maker Tesla and bank Charles Schwab, have in recent years relocated to the Lone Star State in search of lower taxes and business-friendly regulation. 

“Never incorporate your company in the state of Delaware,” Tesla co-founder and CEO wrote in a January 2024 post on X.

Nasdaq-listed Coinbase, which allows customers to buy, sell, and bet on the future price of digital coins and tokens, went public in 2021. 

The company this year signed a deal with JPMorganChase, aiming to allow customers to buy crypto quicker and easier than before, and filed for a National Trust Company Charter from the Office of the Comptroller of the Currency.

Coinbase shares were trading above $303 on Wednesday, down the better part of a percentage point, according to Yahoo Finance data. COIN is off more than 14% over the past month.