Coinbase Reincorporates in Texas Following Tesla’s Delaware Exit

Key Points on Coinbase's Reincorporation to Texas

Coinbase Global Inc has filed to move its incorporation from Delaware to Texas, supported by 78.4% of voting power.
The relocation aims to benefit from Texas's pro-crypto regulatory environment and escape Delaware's litigious climate.
This decision follows a similar move by Tesla earlier this year.
The reincorporation will be a tax-free reorganization with no changes to business operations, Nasdaq listing, or capital structure.
Texas recently amended its Business Organizations Code, improving corporate governance rules.
The amendments include thresholds for derivative suits and books/records inspections, enhancing director liability protections.
The move is aligned with Texas's regulatory approach to digital assets, supporting Bitcoin adoption and economic freedom.
Future disputes will be handled in Texas Business Court or federal court in Dallas instead of Delaware's Court of Chancery.

For more details, see the SEC filing: SEC PRE 14C filing.