Del. C. » Title 8 — · CHAPTER 1. General Corporation Law · Corporations
Delaware Code

8 Del. C. § 121 (2026)

General powers

✓ current as of May 2026
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(a) In addition to the powers enumerated in § 122 of this title, every corporation, its officers, directors and stockholders shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its certificate of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its certificate of incorporation.

(b) Every corporation shall be governed by the provisions and be subject to the restrictions and liabilities contained in this chapter.

8 Del. C. 1953, §  121;  56 Del. Laws, c. 50.; 
Notes of Decisions
Cited in 8 cases (4 in the last 5 years), 2017–2024 · leading case: Sciabacucchi v. Salzberg (Del. Ch. 2018).
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Sciabacucchi v. Salzberg (Del. Ch. 2018). · cites it 2× “§ 162(a) (authorizing liability of stockholder or subscriber only when consideration for shares of corporation has not been paid in full and the assets of the corporation are insufficient to satisfy its creditors; limiting liability to “the amount of the unpaid balance of the…”
XRI Inv. Holdings LLC v. Holifield (Del. Ch. 2022). · cites it 2× “63 See 8 Del. C. § 121. 64 See 8 Del. C. §§ 122–23.”
XRI Inv. Holdings LLC v. Holifield (Del. Ch. 2022). · cites it 2× “63 See 8 Del. C. § 121. 64 See 8 Del. C. §§ 122–23.”
Paul Nguyen v. View, Inc. (Del. Ch. 2017). “31 8 Del. C. § 121. 32 See 8 Del. C. § 204(e) (requiring the filing of a “certificate of validation” for the ratification of any act that would require the filing of a certificate with the Secretary of State, which includes amendments to and restatements of a certificate of…”
Nguyen v. View, Inc. (Del. Ch. 2017). “(citing 8 Del. C. §§ 121, 151, 157). 15 See Opinion at *8 (noting that “View correctly points out that the Company had “the power” to “issue one or more classes of stock” and to “issue .”
Applied Energetics, Inc. v. Farley (Del. Ch. 2020). “8 Del. C. § 121(a). Notably, Section 121(a) confers corporate power collectively on “every corporation, its officers, directors and stockholders.”
West Palm Beach Firefighters' Pension Fund v. Moelis & Co. (Del. Ch. 2024). “The incorporators’ successors and assigns, shall, from the date of such filing, be and constitute a body corporate, by the name set forth in the certificate, subject to § 103(d) of this title and subject to dissolution or other termination of its existence as provided in this…”
Wagner v. BRP Grp., Inc. (Del. Ch. 2024). “80 By contrast, Delaware law need not govern external issues, and when determining what law governs the corporation’s external interactions, Delaware courts use the “most significant relationship” test.”
— 8 Del. C. § 121(a) — 1 case
Applied Energetics, Inc. v. Farley (Del. Ch. 2020). “8 Del. C. § 121(a). Notably, Section 121(a) confers corporate power collectively on “every corporation, its officers, directors and stockholders.”
— 8 Del. C. § 121(b) — 3 cases
Sciabacucchi v. Salzberg (Del. Ch. 2018). “§ 162(a) (authorizing liability of stockholder or subscriber only when consideration for shares of corporation has not been paid in full and the assets of the corporation are insufficient to satisfy its creditors; limiting liability to “the amount of the unpaid balance of the…”
XRI Inv. Holdings LLC v. Holifield (Del. Ch. 2022). “63 See 8 Del. C. § 121. 64 See 8 Del. C. §§ 122–23.”
XRI Inv. Holdings LLC v. Holifield (Del. Ch. 2022). “63 See 8 Del. C. § 121. 64 See 8 Del. C. §§ 122–23.”
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