ExxonMobil Proposes Reincorporation To Texas Amid Growing Corporate Migration

On March 10, 2026, ExxonMobil announced a unanimous recommendation by its board of directors that shareholders approve the company's reincorporation from New Jersey to Texas.¹

The recommendation follows recent legal moves by other major U.S. corporations such as Tesla, SpaceX, and Coinbase, all aiming to take advantage of Texas's legislative efforts to create a business-friendly environment. The decision, while still pending shareholder approval, represents a significant achievement for Texas lawmakers who have actively built infrastructure to support legal reincorporations in recent years.

Recent reincorporations

ExxonMobil's proposed move is the latest in a broader legal migration of U.S. corporations to Texas. In June 2024, following a ruling by the Delaware Court of Chancery voiding a 2018 compensation package for its CEO, Tesla asked its shareholders to approve leaving Delaware in favor of Texas, and they agreed. On June 13, 2024, Tesla announced that its shareholders had approved both the previously voided compensation package and the company's re-domiciliation.²

Shortly after Tesla's move, scholars began predicting a "DExit" in which companies would leave Delaware for states such as Texas and Nevada.³ The perceived reasons to move away from Delaware included escaping litigation uncertainty and franchise taxes. In the period following Tesla's move to Texas, Delaware saw a net loss of 11 public companies through reincorporation.⁴

Following Tesla's lead, in November 2025, the major cryptocurrency exchange platform Coinbase announced its reincorporation in Texas.⁵ Coinbase's Chief Legal Officer expanded on its decision, citing a perceived predictable and efficient legal framework in Texas.⁶ Coinbase noted that its choice to reincorporate was part of a larger business movement away from what it characterized as unpredictable courts in Delaware toward environments with favorable regulatory and judicial-review systems.

ExxonMobil's announcement echoes this sentiment. Along with ExxonMobil's already deep ties to Texas, where its corporate headquarters is located, the company cited Texas's legal stability and familiarity with complex industries as motivating factors for the move. The company also cited the Texas legislature's deliberate efforts to accommodate businesses as a key consideration.

Texas' efforts in the legislature

While Texas has long been recognized as fertile ground for corporate growth and development, Texas legislators have spent the past several years working to make the state particularly welcoming for corporations.

• Legislation. In May 2025, Texas signed Senate Bill 29 ("SB 29"), which provided competitive corporate advantages.⁷ Section 21.419 of SB 29 codified and expanded the business judgment rule in Texas, which protects corporate directors and officers from liability for decisions made in good faith and with due care, and imposed heightened standards making it more difficult for plaintiffs seeking to challenge director and officer actions under Texas law. The statute also enables corporations to eliminate class-by-class share voting by providing increased flexibility and allows Texas corporations to restrict small shareholders from bringing derivative litigation. Also in May 2025, Texas signed Senate Bill 1058, which exempts securities transaction payments from the state's franchise tax.⁸ Finally, in November 2025, Texas passed House Joint Resolution 4 ("H.J.R. 4"), which proposed to amend Texas's constitution to prohibit state laws imposing certain taxes on stock exchanges.⁹
• Courts. In September 2024, the Texas Business Court was established to resolve commercial disputes under the oversight of judges with experience in such matters.¹⁰ Judges of the Texas Business Court are appointed by the governor rather than elected.¹¹ Appeals from the Texas Business Court are exclusively heard by the Fifteenth Court of Appeals and follow the same procedures as an appeal from a district court. In addition to the Court's construction, SB 29 allow Texas entities to include in their governing documents enforceable waivers of the right to a jury trial for “internal entity claims,” which include derivative claims such as rights, powers, and duties of its governing members, and matters relating to membership and ownership interests.¹²
• Stock exchange. In September 2025, the U.S. Securities and Exchange Commission formally approved the Texas Stock Exchange (TXSE) Group Inc.'s Form 1 registration, authorizing TXSE to operate as a national securities exchange. This will allow TXSE to facilitate trading and oversee market activities under the protection of federal securities laws.¹³ The TXSE is set to begin trading in the second half of 2026. The TXSE provides an alternative to the current exchange markets with additional benefits including greater regulatory flexibility and enhanced market competition among U.S. capital markets. TXSE has stated that it intends to prioritize shareholder interests and corporate governance.¹⁴

ExxonMobil's announcement

ExxonMobil has been incorporated in New Jersey since 1882. The company established its headquarters in Texas in 1989, where a sizeable portion of its employees—approximately 30%—already work. In recommending the legal relocation to its shareholders, ExxonMobil's board highlighted Texas's modern business and legal infrastructure, which has been intentionally built to handle complex commercial disputes. The recommendation also highlights the deliberate efforts by Texas's legislature to become more business-friendly and notes that these efforts informed the company's decision to seek stability and certainty through reincorporation.

Looking ahead

ExxonMobil's proposal marks a shift in U.S. corporations relocating to Texas—not merely as an alternative to Delaware or as part of the "DExit" movement, but rather in recognition of Texas's growing strength as a corporate jurisdiction in its own right. ExxonMobil's decision to move to Texas based on the benefits the state offers, as opposed to adverse legal judgments in its current home state, demonstrates the strength of Texas's efforts. ExxonMobil noted that in addition to the benefits offered by the business-friendly amendments to Texas's laws, structure, and regulations, this re-domiciliation would align the company's legal home with its operational home. With the TXSE soon to begin operating, we will be on the lookout for more legal relocations to follow.

Footnotes

1. Exxon Mobil Corporation, Proxy Statement (Form DEFA14A) (Mar. 10, 2026) https://www.sec.gov/Archives/edgar/data/34088/000119312526099413/d10491ddefa14a.htm.

2. Tesla Releases Results of 2024 Annual Meeting of Stockholders, Tesla Press Releases (June 13, 2024) https://ir.tesla.com/press-release/tesla-releases-results-2024-annual-meeting-stockholders.

3. See, e.g., Andrew Verstein, An Update on DExit, from the Corporate Census, Harvard L. School Forum on Corporate Governance (Jan. 15, 2026) https://corpgov.law.harvard.edu/2026/01/15/an-update-on-dexit-from-the-corporate-census/.

4. DExit Trends: Tracking Reincorporations Away from Delaware, Analysis Group (Feb. 19, 2026) https://www.analysisgroup.com/Insights/ag-feature/dexit-trends-tracking-reincorporations-away-from-delaware/.

5. Why Coinbase Sees Greener Pastures in Texas, Coinbase Blog (Nov. 12, 2025) https://www.coinbase.com/blog/Why-Coinbase-Sees-Greener-Pastures-in-Texas.

6. Paul Grewal, Why Coinbase Is Leaving Delaware for Texas, Wall Street Journal Opinion (Nov. 12, 2025) https://www.wsj.com/opinion/why-coinbase-is-leaving-delaware-for-texas-3a6c34a3?mod=article_inline.

7. Acts 2025, 89th Leg. R.S. (S.B. 29) (May 2, 2025).

8. Acts 2025, 89th Leg. R.S. (S.B. 1058) (May 13, 2025).

9. Tex. H.J.R. 4, 88th Leg., R.S. (Nov. 2025).

10. Acts 2023, 88th Leg., R.S., Ch. 230 (H.B. 19), Sec. 6 (Sept. 1, 2023).

11. TEX. GOV. Code § 25A.007.

12. Acts 2025, 89th Leg. R.S. (S.B. 29) (May 2, 2025).

13. TXSE Group Inc announces SEC approval of Texas Stock Exchange, TXSE (Sept. 30, 2025) https://www.txse.com/press-releases/txse-group-inc-announces-sec-approval-of-texas-stock-exchange#.

14. See TXSE fact sheet, TXSE (Feb. 25, 2026) https://www.txse.com/resources/txse-fact-sheet.