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Oil giant ExxonMobil has announced that it intends to abandon its New Jersey corporate registration and reorganize in Texas, citing the Lone Star State’s business-friendly legal environment and after years of legal battles involving shareholders and the climate.
The company said Tuesday that its board of directors unanimously recommended that shareholders approve changing the company’s legal residence from New Jersey to Texas, saying that aligning ExxonMobil’s legal home where its leadership and core operations have been based since 1989 will benefit shareholders.
“Over the past few years, Texas has made a significant effort to embrace the business community. In doing so, it has created a policy and regulatory environment that will allow the company to increase shareholder value,” said Darren Woods, ExxonMobil’s chairman and chief executive officer, in a statement.
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ExxonMobil plans to relocate from New Jersey to Texas, citing the state’s business-friendly legal environment and modernized corporate laws. An ExxonMobil gas station on Saturday, Oct. 25, 2025, in Los Angeles. (Eric Thayer / Los Angeles Times via Getty Images / Getty Images)
“Combining our legal home with our work home, in a setting that understands our business and has a stake in the company’s success, is important,” Woods said.
If approved by shareholders, Exxon would be the latest high-profile company – including SpaceX, Tesla and Coinbase – to register in Texas as the state markets itself as a different business model than traditional merger hubs.
In praising the move, Exxon said its board looked to Texas’ legal and regulatory environment, including its modern corporate laws and the Texas Business Court, designed to resolve complex disputes efficiently. When corporate decisions are challenged, Texas courts are required to apply clear, statutory standards, the company said.
The move comes after years of high-profile clashes with activist investors and climate-focused shareholder campaigns.
New Jersey officials sued Exxon, Chevron and other oil companies in 2022, alleging they contributed to climate change and forced the state to spend billions cleaning up after major natural disasters like Superstorm Sandy and Hurricane Ida. The case was dismissed last year.
Exxon has also faced years of high-profile confrontations with activist investors and climate-focused shareholder campaigns.
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Darren Woods, ExxonMobil’s chairman and chief executive officer, said combining the company’s legal home with its base of operations in Texas is important because the state understands Exxon’s business and has a vested interest in its success. (REUTERS/Brendan McDermid/File Photo / Reuters Images)
In 2021, activist hedge fund Engine No. 1 won three seats on Exxon’s board in a proxy battle focused on the company’s climate strategy. Exxon later sued activist investors in 2024 over climate-related shareholder proposals, saying they were trying to abuse SEC rules governing proxy decisions. The company has repeatedly argued against shareholder proposals demanding stricter disclosure of climate, emissions targets and changes to its long-term fossil fuel plans.
Exxon said the proposed restructuring will not affect business operations, management, strategy, assets or employee locations.
About 30% of ExxonMobil’s global workforce is in Texas, while about 75% of its US workforce is based there.
ExxonMobil’s change in legal jurisdiction also will not reduce shareholder rights, the company said, noting that the board determined that shareholder rights under Texas law are more comparable to those under New Jersey law, and in some areas, stronger.
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People walk past a red sculpture on the campus of ExxonMobil’s headquarters in Spring, Texas, on March 28, 2023. (Melissa Phillip/Houston Chronicle via Getty Images/Getty Images)
ExxonMobil said it has no plans to adopt discretionary provisions under Texas law that would limit existing shareholder rights.
ExxonMobil’s connection to New Jersey is very historic, dating back to the 1882 incorporation of Standard Oil of New Jersey. The company’s board has not held a meeting in New Jersey for more than 40 years.
Reuters contributed to this report.
