Own a Business? You Need a POA.

Most business owners are planners by nature. You build systems, manage risk, and think ahead. But there is one area where even the most prepared entrepreneurs leave themselves — and their businesses — dangerously exposed: legal planning for the unexpected.

Specifically, what happens to your business if you can’t run it?

Not when you retire. Not after you pass. Right now — tomorrow — if you were in a car accident, had a medical emergency, or became seriously ill. Who keeps things moving? Who pays your employees? Who signs the contracts? The answer, without a properly executed Power of Attorney, may be: nobody.

A Power of Attorney isn’t just a personal planning document. For a business owner, it may be the most important legal instrument you don’t have.

Your Business Doesn’t Pause Because You Can’t

Businesses run on decisions. Payroll has to process. Invoices need approval. Lease agreements come due. Vendors need to be paid and clients need to be managed. None of that waits for you to recover from a health crisis.

Without a Durable Power of Attorney — one that remains effective even if you become incapacitated — no one has the legal authority to act on your behalf. Not your spouse, not your business partner, not your most trusted employee. Unless the authority is specifically granted in a legal document, they are locked out.

In practical terms, this means:

• Business bank accounts may become inaccessible
• Payroll may go unprocessed, putting employees at risk
• Contracts may go unsigned, costing you clients and revenue
• Tax deadlines and filings may be missed
• Vendors may stop service or pursue legal remedies

The business you spent years building can begin to unravel within weeks — not because anything catastrophically went wrong, but simply because no one could legally make decisions.

Courts Get Involved — and That Gets Expensive

When there is no POA in place and a business owner becomes incapacitated, family members or business partners who need to act have limited options. Typically, they must petition the court to appoint a legal guardian or conservator.

This process is public, time-consuming, and costly. Court proceedings can take months. During that time, your business is in limbo. And once a guardian is appointed, they may be someone the court selects — not necessarily the person you would have chosen. The court’s priority is legal compliance, not business continuity.

The irony is that the court process designed to protect you can also be one of the most disruptive things that can happen to a small business.

A Healthcare Proxy Protects More Than Your Health

A Healthcare Proxy — sometimes called a Health Care Power of Attorney — designates someone to make medical decisions on your behalf if you cannot. For a business owner, this document matters beyond the obvious personal reasons.

Without one, your medical providers are legally constrained in who they can communicate with and who can authorize treatment decisions. Family disagreements over care can drag on and create emotional paralysis at exactly the moment your business needs clear-headed leadership.

Naming a Healthcare Proxy ensures that medical decisions are made swiftly and according to your wishes — keeping the focus on your recovery rather than a legal tug-of-war at bedside.

What About Your Will? Business Owners Face Unique Stakes

Many business owners assume that because they have a partnership agreement, an operating agreement, or a buyout clause, their estate planning is covered. Sometimes that’s partially true. But a Will does things those documents don’t.

A Will specifies where your personal assets go. It names an executor who manages your estate. And critically, it can address what happens to your ownership stake in the business — whether it passes to a family member, gets bought out by a partner, or triggers a succession plan.

Without a Will, your business interest becomes part of your estate and subject to New York’s intestacy laws. That means the state decides who inherits your share of the business — which may be someone with no business experience, no interest in the company, and potentially adverse to your existing partners.

• Business partners may find themselves in business with your heirs — whether they want to be or not
• Disputes over business value during probate can be lengthy and expensive
• Minority ownership interests can be difficult to value and even harder to sell
• Succession transitions without a plan often result in business decline or dissolution

The Documents You Need Work Together

A Durable Power of Attorney, a Healthcare Proxy, and a Will are not three separate concerns. They are three parts of one strategy — keeping you in control of what happens to your business, your assets, and your family, no matter what circumstances arise.  Often times this is just the base foundation, and other considerations such as different types of trusts may be advisable.

Together, they answer the questions most business owners never think to ask until it’s too late:

• Who runs things if I can’t?
• Who makes decisions about my medical care?
• Where does my business go when I’m gone?

The good news is that putting these documents in place is not complicated when you work with the right legal team. It does not take months. It does not require a crisis to trigger. It just requires making the appointment.

Herzog Law Firm Works With Business Owners Across New York

The attorneys at Herzog Law Firm work with business owners throughout the Capital Region, the Hudson Valley, and surrounding communities to build comprehensive legal protection plans that address POA, Healthcare Proxies, Wills, and other estate planning strategies tailored to the complexity of owning a business. 

Whether you’re a sole proprietor, a partner in a growing firm, or a family business owner thinking about the next generation, Herzog Law’s estate planning attorneys bring both legal depth and genuine care to every client relationship.

To schedule a consultation, visit herzoglaw.com or call (518) 465-7581. Offices in Albany, Saratoga Springs, Kingston, and Queensbury.

This article is intended for general informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.