Coinbase Ends Delaware Charter, Registers in Texas Under Revised Corporate Laws

Austin, Texas — Coinbase Global Inc. is changing its state of incorporation from Delaware to Texas, a move that signals how the center of U.S. corporate law is starting to shift away from its traditional home.

The company announced the decision in a filing with the Securities and Exchange Commission on Wednesday. The change gives the cryptocurrency exchange a new legal base in a state that has recently rewritten parts of its business code to attract public companies and technology firms.

Coinbase Questions Delaware’s Legal Predictability

Coinbase’s Chief Legal Officer Paul Grewal explained the reasoning in an op-ed for The Wall Street Journal. He said Texas had updated its statutes to make board governance more flexible and court procedures more predictable — two factors that weigh heavily for public companies dealing with complex regulation.

Grewal said Delaware’s once-steady Court of Chancery had produced “unsteady outcomes” in corporate cases. “For years, Delaware’s system gave companies consistency,” he wrote. “That reliability has eroded.”

The Court of Chancery, which specializes in corporate law, has drawn scrutiny after a string of high-profile rulings against executives and merger deals, leading some firms to reassess where they incorporate.

CEO Armstrong Endorses Texas Business Framework

Coinbase CEO Brian Armstrong said in a post on X that the company’s move reflects confidence in Texas’s approach to corporate law and business regulation. He described the state as one that “supports builders and practical economic growth.”

The decision makes Texas responsible for Coinbase’s corporate governance and future legal matters — a shift that follows other large firms choosing to register in the state for its faster court system and lower administrative costs.

Texas Attracts More Corporate Registrations

Delaware remains the legal base for most U.S. corporations, but several major firms have recently shifted to Texas, citing faster court procedures and lower compliance costs. Tesla, Charles Schwab, and a handful of technology companies moved their registrations over the past three years after Texas streamlined its business statutes.

Lawmakers in Austin have introduced corporate-law revisions that clarify shareholder rights and director responsibilities, giving companies more room to structure governance policies without lengthy court approval.

Tesla CEO Elon Musk publicly encouraged other firms to follow suit, writing in January 2024 that Delaware “no longer offers consistent rulings” for corporate disputes.

Coinbase Files New Charter Application, Builds Federal Links

Coinbase, listed on the Nasdaq under ticker COIN, went public in 2021 and has taken steps to deepen its position in regulated finance. The company filed for a National Trust Charter with the Office of the Comptroller of the Currency, a move that would place parts of its custody and payments business under federal supervision.

It also signed a payments agreement with JPMorgan Chase & Co. earlier this year to shorten settlement times for digital-asset transactions.
By registering in Texas, Coinbase will operate under a state that has openly supported financial-technology licensingand maintains faster administrative review for corporations.

Shares Little Changed After Texas Move

Coinbase stock (COIN) closed at $303.12 on Wednesday with minimal movement following the company’s Texas registration filing.
The change affects corporate jurisdiction, not trading activity or reported earnings, leaving investors focused on next week’s quarterly results.
The stock is down about 14% in the past month, tracking a slowdown in cryptocurrency trading volumes.

Texas Competes With Delaware for Corporate Listings

Texas has revised its corporate statutes and court procedures in recent years, giving companies a faster process for resolving business cases and approving governance changes.
Major firms including Tesla and Charles Schwab have already registered in the state.
Coinbase’s move adds another large public company to that list, reinforcing Texas’s effort to compete with Delaware’s long-established corporate system.

Also Read: Ireland Fines Coinbase $25 Million for Money Laundering Monitoring Failures