Despite Coinbase exit, only 28 companies left Delaware this year

Elon Musk is pushing for companies to follow his company’s lead and exit Delaware and reincorporate elsewhere. tesla And SpaceX. coinbase The company announced this week that it is moving its state of incorporation from Delaware to Texas.

Despite Musk’s declaration that “Delaware continues to bleed businesses,” those leaving the state are clearly in the minority.

According to the Delaware Secretary of State’s Office, only 28 companies deincorporated from the state this year. Meanwhile, as of the end of September, 249,214 new business entities had been formed in Delaware this year, an increase of 14% compared to the same period in 2025, the data shows.

Musk’s decision to relocate his company follows a Delaware Chancery Court ruling that ordered Tesla to cancel the CEO’s 2018 pay package worth about $56 billion in options. Musk has asked the Delaware Supreme Court to reverse that decision, and the matter is currently on appeal.

Andreessen Horowitz, the venture firm that helped Mr. Musk finance his acquisition of Twitter and finance Coinbase, later issued a scathing critique this summer urging companies to incorporate outside of Delaware, arguing that there was too much “legal uncertainty” in the state due to recent judicial decisions. A company incorporated in Nevada.

Coinbase CEOs Brian Armstrong and Marc Andreessen are currently facing a lawsuit in Delaware regarding the sale of their Coinbase stock following the cryptocurrency company’s 2021 public offering.

Other notable people announcing departures for Delaware this year include: Dillard’s, drop box, roblox and fintech companies affirmwas founded by Max Levchin, a member of the so-called PayPal mafia along with Musk.

Nearly all of the companies that left Delaware were reincorporated in Nevada. Coinbase and Dillard’s said they were heading to Texas; Simon Property Group I chose Indiana. President Donald Trump’s social media company, Trump’s media and technologysaid he would go to Florida, the president’s hometown.

Benjamin Edwards, associate dean at the University of Nevada, Las Vegas Boyd School of Law, said one reason Nevada appeals to companies is that its corporate law clearly defines when executives and boards are held accountable if something bad happens under their watch.

“If you do something wrong, and you know it was wrong, you’re going to be held accountable in the state of Nevada from that point on,” Edwards said.

Still, Delaware dominates the incorporation market.

Last year, Delaware was home to more than 2.1 million corporations, with 289,810 new business entities formed in the state and attracted 81.4% of U.S. IPOs, up from 79% in 2022-2023. Edwards said he expects Delaware’s numbers to stay around 75% this year.

Part of Delaware’s appeal is due to its flexible corporate codes and specialized judicial system, and the state is seen as offering a balance between management and shareholder rights.

“Our business-friendly environment has been built over decades of laws and courts that respect the honest judgment of directors and officers, enabling efficient decision-making that meets the needs of modern businesses operating in a dynamic environment, while providing investors with adequate protections against fraud and fiduciary overreach,” Delaware Secretary of State Charni Patibanda Sanchez said in an email.

metaThe company considered leaving Delaware earlier this year, but remained in the state after the Legislature, encouraged by Democratic Gov. Matt Meyer, rushed to enact changes to corporate law. The bill, SB21, was drafted by a group of academics and lawyers from the law firm that represented Mehta and Musk.

Attention: Coinbase moves corporate formation from Delaware to Texas