Key Notes
- The reincorporation process began in early 2025 with a special committee review that recommended the move in April this year.
- Texas enacted amendments to its Business Organizations Code in May 2025, including a 3% ownership threshold for derivative suits.
- Coinbase cited Delaware’s litigious environment and Texas’s Strategic Bitcoin Reserve as reasons for the move.
Coinbase Global Inc officially filed to reincorporate from Delaware to Texas on Nov. 12, securing support from 78.4% of voting power to align with the Lone Star State’s pro-crypto regulatory environment. The company explicitly cited Texas’s Strategic Bitcoin
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Reserve and the need to escape Delaware’s litigious climate as primary drivers for the move, which follows a similar exit by Tesla earlier this year.
The board approved the reincorporation on Oct. 29, 2025, and the move will be structured as a tax-free reorganization with no changes to business operations, according to the company’s SEC PRE 14C filing. The filing confirmed that while the legal domicile shifts, the company’s Nasdaq listing and capital structure will remain unchanged.
Chief Legal Officer Paul Grewal announced the decision on Nov. 12, stating the company reviewed Delaware’s corporate legal framework against alternatives and found Texas offered greater predictability, according to his statement. The announcement referenced Governor Greg Abbott’s support for digital assets.
Texas Legal Framework
Texas made several amendments to its Business Organizations Code that took effect earlier this year. Governor Abbott signed Senate Bill 29 on May 14, 2025, introducing changes to corporate governance rules, according to legal analysis from Greenberg Traurig.
The amendments include a 3% ownership threshold for derivative suits and a 5% ownership requirement for books and records inspection, though stockholders holding shares for six months can also request inspection. Texas law codifies the Business Judgment Rule, requiring proof of intentional misconduct or fraud for director liability.
The special committee reviewing the reincorporation began initial discussions in January 2025 and formally recommended the move to the board on April 22, 2025. The filing stated the committee evaluated legal frameworks, governance standards, and costs.
Delaware Departure Rationale
The SEC filing criticized Delaware’s litigious environment, citing a lack of bright-line standards that creates uncertainty for corporate decisions. The company noted it previously paid approximately $250,000 in Delaware franchise taxes. Class B stockholders retain appraisal rights under Delaware law during the conversion process.
CEO Brian Armstrong stated the move supports economic freedom and Bitcoin adoption. The company emphasized Texas’s regulatory approach aligns with its mission to advance digital asset acceptance.
The conversion will become effective no earlier than 20 days after the information statement is mailed to stockholders. Future corporate disputes will be heard in the Texas Business Court or federal court in Dallas rather than Delaware’s Court of Chancery.
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As a Web3 marketing strategist and former CMO of DuckDAO, Zoran Spirkovski translates complex crypto concepts into compelling narratives that drive growth. With a background in crypto journalism, he excels in developing go-to-market strategies for DeFi, L2, and GameFi projects.
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Source: https://www.coinspeaker.com/coinbase-reincorporates-texas-following-tesla-delaware-exit/
