Is it true that corporations can only act through their authorized officers?

The statement that corporations can only act through their authorized officers is true. In the corporate structure, a corporation is considered a separate legal entity, meaning it cannot act on its own but instead must operate through individuals who have been designated with the authority to make decisions and take actions on behalf of the corporation. These individuals, often defined as officers or agents, are authorized to execute contracts, make business decisions, and represent the corporation in legal matters. This fundamental principle ensures that a corporation is held accountable for its actions, as it assigns specific responsibilities and authority to individuals who act for the organization.

The rationale behind this is rooted in the corporate governance framework, which mandates that authorized officers act within the scope of their authority for the corporation’s interests. Any actions taken outside this scope are not binding on the corporation and typically do not have legal effect, which protects both the corporation and third parties dealing with it. This is why only those individuals who have been granted such authority—whether they are executives, officers, or other designated agents—can legally act for the corporation's interests.