Keeping a business operable when a principal cannot act.
Esshaki Legal Media TeamCurrent as of June 2025
Small businesses frequently depend on one person’s signature. Planning for their
absence is a governance question, not only a personal one.
Corporate authority. Resolutions designating alternate signatories by
office, with defined thresholds, filed with the bank and with key counterparties.
Banking resolutions kept current. Institutions rely on the most recent
resolution on file, and an outdated one is discovered at the worst moment.
Durable power of attorney for the owner personally, covering the authority
to vote the ownership interest, to act in the business, and to sign entity
documents. Many general forms do not clearly extend to business interests, and
institutions reject those that are ambiguous.
Operating agreement provisions addressing incapacity: who exercises the
member’s rights, how incapacity is determined, and whether a buyout is
triggered.
Trust ownership. Where the interest is held in trust, the trustee exercises
the rights, and the trust must permit holding and operating a business.
Practical checklist. Access to systems and accounts documented and held
securely; an authority matrix; a list of critical relationships with contacts;
and an annual review. Businesses interrupted by an owner’s sudden absence lose
value quickly, and almost all of it is preventable.