On March 10, 2026, Exxon Mobil Corporation (NYSE: XOM) announced that its board of directors unanimously recommends changing the company’s state of incorporation from New Jersey to Texas. ExxonMobil’s Chairman and Chief Executive Officer Darren Woods stated that the move reflects the company’s view that Texas has “created a policy and regulatory environment that can allow the company to maximize shareholder value,” and that “[a]ligning 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.” If approved by shareholders at the company’s 2026 Annual Meeting, ExxonMobil would become one of the largest publicly traded corporations to redomicile to Texas.

ExxonMobil has deep roots in Texas, having relocated its headquarters there in 1989. Today, approximately 75% of its U.S. employees are based in the state. The company emphasized that “[Texas] legislators, judges, and juries that are more familiar with [its] business are more likely to provide legal certainty.” ExxonMobil stated that the redomiciliation will not affect business operations and that shareholder rights under Texas law are “largely comparable” to New Jersey law and “in some areas stronger.”

Additional detail on ExxonMobil’s rationale and a Q&A can be found here, and the full preliminary proxy statement is available here. Further commentary from market participants and observers is expected in the coming weeks.

Texas’ Evolving Corporate Law Landscape

ExxonMobil’s announcement comes against the backdrop of significant corporate developments in Texas. In 2025, Governor Abbott signed Senate Bill 29, introducing sweeping amendments to the Texas Business Organizations Code (“TBOC”), including a codified business judgment rule, limitations on the use of shareholder books-and-records demands as a litigation discovery tool, the ability for corporations through their corporate documents to opt into jury trial waivers, minimum ownership thresholds for derivative proceedings and shareholder proposals, and exclusive venue provisions. The Texas Business Court, which commenced operations in September 2024, now provides a specialized forum with judges experienced in corporate law, and has already issued dozens of written opinions.

The Broader Trend of Texas Domiciliations

ExxonMobil’s announcement is part of a broader wave of recently announced or completed corporate redomiciliations to Texas, which has included Dillard’s, Coinbase and Texas Capital Bancshares, among others. As a widely held public company, ExxonMobil’s move refutes the criticism that the trend was primarily attractive to companies with a controlling stockholder.

For companies headquartered in Texas or with significant operational ties to the state, aligning their legal domicile with their physical operations reflects governance advantages offered by the TBOC’s recent amendments and the Texas Business Court. As additional proxy statements are filed for the 2026 annual meeting season, further redomiciliation announcements are expected.

ABOUT BAKER BOTTS L.L.P.
Baker Botts is an international law firm whose lawyers practice throughout a network of offices around the globe. Based on our experience and knowledge of our clients' industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Since 1840, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit bakerbotts.com.