If you care about business in Texas, its time to learn the word “redomicile” if you haven’t already.
Houston area-based Exxon Mobil announced Tuesday that its board unanimously recommended redomiciling in Texas. Shareholders will vote on the proposal in May.
Redomiciling or reincorporating are processes by which a company moves its corporate charter from one state to another, accessing a state’s corporate law framework in the process. Delaware has been king for a century, but investments and initiatives led by Gov. Greg Abbott have Texas challenging for the crown.
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“Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value,” said Darren Woods, Exxon Mobil chairman and chief executive officer, in a release.
“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.”
Exxon Mobil is currently domiciled in New Jersey, an artifact of Standard Oil’s corporate charter from 1882. Back then, New Jersey was the hot spot for incorporations, before changes to its corporate code beginning in 1910 made the state less business-friendly and companies moved en masse to Delaware.
Today, two-thirds of the Fortune 500 are incorporated in Delaware, giving them access to its preeminent Chancery Court, and other states, like New Jersey, often defer to Delaware precedent in matters of corporate law.
However, over the past several years, Texas has worked to create its own corporate law infrastructure, beginning with the formation of the Texas Business Court in the 2023 legislative session. In 2025, the legislature furthered those efforts with corporate-friendly state laws that codified the business judgment rule (Senate Bill 29) and allow for raised standards for shareholder proposals that executives often find tedious and costly to deal with (Senate Bill 1057).
The Texas Business Court and its accompanying legislation are specifically designed to court reincorporations, and several companies have made the jump since, including Tesla and SpaceX, Coinbase and Dillard’s.
While not necessarily part of the small but growing “Dexit” trend, as reincorporations out of Delaware have been dubbed, Exxon Mobil’s rationale nonetheless supports Texas’ strive to lure corporate charters to the state. Tuesday’s release specifically shouted out the state’s “modernized business statutes and the Texas Business Court” as conducive to “sound decision-making.”
In a filing with the U.S. Securities and Exchange Commission, the oil and gas company also referenced the state’s friendliness to the industry. Texas is the top oil-producing state in the country, and “Texas lawmakers and courts have a deep understanding of our industry and the economic value it delivers,” the filing reads.
The filing noted that the move would not weaken shareholder rights. It also said Exxon Mobil would not adopt “any elective provisions of the Texas corporate statute that could be viewed as weakening shareholder rights as compared to New Jersey law,” potentially referring to Senate Bill 1057.
“Freed from the stranglehold of over-regulation, Texas is where global brand leaders thrive and jobs for hardworking Texans grow,” said Abbott in a release. “I thank ExxonMobil for their decision to redomicile in Texas and for their long-standing partnership with our state. With this decision, Texas will further dominate the corporate landscape and ensure our economic growth reaches new heights.”
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Reincorporations are the third prong of Abbott’s pro-business agenda, alongside headquarters relocations into Texas and the formation of capital markets that allow companies to list their stock on a Texas-based exchange.
Abbott had a strong hand in the creation of the Texas Stock Exchange, which launched in 2024, and has supported the creation of dual-listings venues from New York’s stock market duopoly, the New York Stock Exchange and Nasdaq. NYSE Texas and Nasdaq Texas were both announced last year.
