No — Marriage Gives Your Spouse Zero Business Authority
When you become incapacitated in Georgia, your spouse does not automatically gain the authority to run your business. Marriage is a personal relationship, not a legal grant of business authority. Your spouse cannot sign contracts in the name of your LLC, make payroll, renew leases, or bind the business to any obligation — regardless of how long you’ve been married or how involved they are in day-to-day operations.
This is true even if your spouse is listed on the business bank account. Joint account access means your spouse can move money in and out of that specific account. It does not mean they can execute contracts, hire or fire employees, file taxes on behalf of the business, or make any decision that binds the LLC.
Under O.C.G.A. § 14-11-506, management authority in a Georgia LLC belongs only to those designated as managers or members in the operating agreement. Incapacity of the owner does not transfer that authority to a spouse — it creates a gap. The business does not pause. It continues running into obligations, deadlines, and decisions with no one legally authorized to make them.
The 4 Business Tasks That Freeze on Day 1
The moment you become incapacitated, four categories of business activity stop:
1
Contracts and leases
No one can sign new contracts or renew existing leases. A lease expiring during your incapacity may lapse. A vendor requiring a signed agreement has no authorized person to execute it. Every pending contract stalls on Day 1.
2
Payroll and banking
Your spouse can access a joint bank account — but that does not give them authority to make decisions about payroll, bonuses, or employee compensation on behalf of the LLC. Payroll decisions require management authority, not account access.
3
Taxes and compliance
Quarterly estimated taxes, payroll tax filings, and business license renewals require someone with legal authority to act on behalf of the entity. Without that authority, deadlines pass and penalties accumulate with no one authorized to stop them.
4
Employee decisions
Hiring, firing, promotions, and setting compensation all require management authority. An unauthorized person making these decisions on your behalf exposes the business to personal liability — and those decisions can be voided.
A Durable Power of Attorney — What It Covers and What It Doesn’t
A durable financial power of attorney under O.C.G.A. § 10-6B-4 is the fastest document to activate business continuity. Georgia POAs are presumed durable by default — meaning they remain in effect after you become incapacitated. No physician certification is required. The POA takes effect the moment you sign it and continues through incapacity until your death or revocation.
Under O.C.G.A. § 10-6B-48, an agent with business operation authority can operate, buy, sell, enlarge, reduce, or terminate an ownership interest; engage and compensate employees and advisors; and sign contracts on your behalf. This is broad authority — and it activates with no court involvement.
But a durable POA has one important limit: it gives your agent authority to act as you — as the individual owner. It does not automatically give them the authority to act as a manager under your LLC’s operating agreement. Banks and third parties can refuse to honor a POA under O.C.G.A. § 10-6B-50 in certain circumstances. For full LLC continuity, the POA must be paired with the operating agreement.
The Operating Agreement Is What Actually Controls the LLC
The operating agreement governs who has management authority inside the LLC. A durable POA gives your agent personal authority. The operating agreement gives them LLC authority. Both are needed — one does not substitute for the other.
An operating agreement can include a successor manager provision that names a specific person — including your spouse — as the successor manager upon your incapacity. No court involvement. No physician certification. No waiting period. The successor manager steps in on the day the trigger event occurs and has full management authority under the terms of the operating agreement.
Without this provision, the default under O.C.G.A. § 14-11-506 applies: management authority shifts only after a court enters a judgment declaring you incompetent. That process takes weeks. During that gap, no one has legal authority to run the business — not your spouse, not your employees, not your business partner.
For step-by-step instructions on adding succession provisions to your operating agreement, see How to Update Your LLC Operating Agreement for Succession in Georgia.
If You Have Neither Document — Conservatorship
If you become incapacitated with no POA and no operating agreement succession provision, the only path to business continuity is a Georgia conservatorship under O.C.G.A. § 29-5. A conservator is appointed by the probate court to manage your financial affairs — but conservatorship does not automatically include authority to operate your business. That requires specific additional court approval.
The timeline: a conservatorship petition typically takes 4 to 6 weeks from filing to appointment at minimum. During that entire period, your business has no authorized decision-maker. Once conservatorship is in place, every major business decision may require court approval — slowing operations indefinitely.
The cost: Georgia conservatorships require an attorney, court filing fees, and ongoing annual accountings. Initial proceedings typically cost $3,000–$5,000 or more. Annual reporting requirements continue as long as the conservatorship is active.
Conservatorship is not a plan. It is the court’s substitute for a plan you didn’t make. See What Happens to a Georgia Business When the Owner Becomes Incapacitated for the full timeline of what the court process looks like.
The Two-Document Fix
A business owner in Georgia who wants their spouse — or any other trusted person — to run the business during incapacity needs two documents working together:
1
Durable Financial POA
Names your agent with explicit business operation authority under O.C.G.A. § 10-6B-48. Effective immediately upon signing. No physician certification required. Gives your agent authority to act as you in financial and business matters — including operating the business, signing contracts, and managing accounts.
2
Operating Agreement Amendment
Names a successor manager who takes over LLC management upon your incapacity. Defines the trigger event. No court involvement. Gives the successor manager full LLC management authority — the authority that a POA alone cannot provide inside the operating agreement.
3
Revocable Trust (for larger estates)
If your LLC membership interest is held in a revocable trust, your successor trustee can manage the trust asset — the LLC interest — during incapacity without court involvement. For business owners with significant personal assets outside the business, a trust adds a third layer of continuity that operates independently of the POA and operating agreement.
The Hive Law includes a durable financial POA and an operating agreement review as part of a complete business owner estate plan. For a full list of the documents Georgia business owners need, see The Estate Planning Documents Every Georgia Business Owner Needs.
