ExxonMobil board backs move of legal home from New Jersey to Texas

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BATON ROUGE, LOUISIANA - JANUARY 18:(AUDIO OMITTED) Cars drive down the road past the Exxon Mobil office building on Jan 18, 2024 in Baton Rouge, Louisiana. (Footage by WW News/Getty Images)

ExxonMobil Corp.’s board of directors has unanimously recommended that shareholders approve a change to the company’s legal domicile from New Jersey to Texas, marking a historic shift more than 140 years after its original incorporation, the company announced this week.

The move, if approved at ExxonMobil’s May 27 annual meeting, would align the company’s legal home with its long‑established operational base in Texas, where ExxonMobil has been headquartered since 1989 and where roughly 30% of its global workforce is located.

“Over the past several years, Texas has made a noticeable effort to embrace the business community,” Chairman and Chief Executive Darren Woods said in a statement. “Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.”

ExxonMobil’s preliminary proxy statement filed with the Securities and Exchange Commission notes that the change would not affect business operations, management, strategy, assets or employee locations. The board also said shareholder rights under Texas law are largely comparable to or stronger than under New Jersey law, and the company does not plan to adopt any provisions that would diminish those rights.

New Jersey has been ExxonMobil’s state of incorporation since the 1882 founding of its Standard Oil of New Jersey predecessor. The board has not met in New Jersey for more than four decades, highlighting how long ExxonMobil’s operational center has been in Texas.

Texas has increasingly positioned itself as a business‑friendly alternative to traditional incorporation states, passing laws intended to modernize corporate statutes and create specialized business courts. Companies including Tesla Inc., SpaceX and Coinbase have also chosen to incorporate in Texas in recent years.

Gov. Greg Abbott praised ExxonMobil’s decision, saying the state’s regulatory environment fosters economic growth and attracts global companies.

ExxonMobil’s announcement comes as major corporations reassess where they legally base themselves amid evolving legal and regulatory landscapes, particularly in energy and technology sectors.