Summary
In a move that follows a broader pattern of large U.S. companies shifting their incorporation or legal headquarters, Exxon Mobil Corp. said its board unanimously recommended that shareholders approve moving the company’s legal home from New Jersey to Texas. The company said the decision is aimed at aligning its legal home with its operating base in Texas and taking advantage of what it described as a more business-friendly legal environment.
Chair and CEO Darren Woods said Texas has “made a noticeable effort to embrace the business community,” and that the state has created “a policy and regulatory environment” that can allow ExxonMobil to maximize shareholder value. In the same announcement, Woods said aligning the company’s legal home with its operating home—in a state that he said understands Exxon’s business and has a stake in the company’s success—was “important.”
The board’s recommendation will go to shareholders at ExxonMobil’s annual meeting on May 27, according to the company. If the vote succeeds, Exxon said it would move the company’s legal home for the first time since it registered in New Jersey in 1882, when it was formed as the Standard Oil Company. Exxon later changed its name to Exxon and merged with Mobil Oil Corp.
Exxon said the proposed change would not affect business operations or where employees work. The company said it has been headquartered in Texas since 1989, and that about 30% of its employees currently work in the state.
Exxon’s announcement came as Texas has sought to position its court system for corporate disputes, including commercial litigation. The company pointed to lawmakers’ 2023 creation of the Texas Business Court and the 15th Court of Appeals, which it said are specialized venues designed to handle business and commercial disputes; the courts began operating in 2024. The company also said Texas passed a law last year that made it more difficult to sue board members of companies incorporated in Texas.
Texas Gov. Greg Abbott said in a statement that “Freed from the stranglehold of over-regulation, Texas is where global brand leaders thrive and jobs for hardworking Texans grow.” Abbott also thanked ExxonMobil for what he described as its partnership with the state and said the decision would help Texas “further dominate the corporate landscape.”
Exxon said the board considered Texas’ legal and regulatory environment, including modernized business statutes and the Texas Business Court, which it described as designed to resolve complex disputes efficiently. The company said its decision would not require changes to its operating footprint, but would change the legal, tax and regulatory landscape associated with where a corporation’s incorporation is based.
The company’s move also reflects ongoing friction between some companies and traditional corporate havens such as New Jersey and Delaware. In 2022, New Jersey sued Exxon, alleging the company contributed to climate change and that the state had to pay for cleanup after natural disasters, according to the company. The lawsuit was dismissed last year, Exxon said. Delaware, the company noted, remains the nation’s top state for U.S. companies’ legal home.
Exxon said it expects that the move would place it in the group of major U.S. companies that have redomiciled in Texas in recent years, including Tesla, SpaceX and Coinbase. The announcement said Coinbase’s CEO wrote last year that the company was reincorporating from Delaware to Texas because the Lone Star State’s legal framework is more predictable and efficient, and it said Tesla reincorporated from Delaware to Texas after a 2024 court ruling ordered Elon Musk to give up a compensation package over flaws the court found in the shareholder approval process.