If you could not open the shop tomorrow, your staff would probably manage the first few hours. Someone would turn on the lights. A regular customer might wait. The supplier would call again.
By day two, the questions would get harder. Who can approve payroll? Who can speak to the bank? Where is the alarm contact? Can anyone sign the contract sitting in your inbox?
A small-business continuity plan identifies who may make temporary decisions, what authority they have and where they can find the information needed to keep essential work moving. It should cover people, legal authority, money, systems and key contacts. A list of passwords alone is not a continuity plan.
Who can run the business if you are unavailable
Start by separating day-to-day knowledge from legal authority.
Your manager may know how to schedule staff and calm an important customer. That does not automatically mean the manager can sign a loan, access a corporate bank account or bind the company to a new contract.
For a Manitoba corporation, the directors generally manage or supervise the management of the business, subject to The Corporations Act and any unanimous shareholder agreement. The corporation’s articles, bylaws, resolutions, shareholder agreement, officer appointments and banking arrangements can all affect who may act.
A sole proprietorship raises different questions because the business and owner are not separate legal persons in the same way. A partnership has its own agreement and authority rules. The plan must match the structure that actually owns the business.
Write down who is expected to take the lead for the first 24 hours, the first week and a longer absence. Then have your lawyer, accountant, bank and insurer confirm what documents or approvals are needed for those people to do the work you expect.
Does a power of attorney solve business continuity
It may be part of the plan, but it is not the whole plan.
An enduring power of attorney can authorize someone to handle the owner’s financial and legal affairs during incapacity, according to the document’s terms. If it grants sufficiently broad powers, the attorney may also be able to act on the owner’s behalf in their capacity as a shareholder, director or officer.
This is especially important in a one-owner corporation where the same person is the shareholder, director, president and bank signer. A properly drafted power of attorney may allow the attorney to exercise powers on the owner’s behalf across those roles. The authority available will depend on the wording of the power of attorney, the corporation’s records and any requirements imposed by the bank or another organization.
Ask these questions before relying on a power of attorney:
- Does the power of attorney include the authority needed to act for the owner as shareholder, director and officer?
- Do the corporate records support the intended arrangement?
- What decisions will the attorney be expected to make during a temporary absence or incapacity?
- What will the bank require before recognizing the attorney or allowing access to corporate accounts?
- Does the shareholder agreement address incapacity, death or a forced transfer?
The answers may lead to changes in the corporate records, power of attorney, shareholder agreement, banking mandate or estate plan for the business owner.
What information should the backup person be able to find
Give the backup person a map of the business, not unrestricted access to everything.
The map should identify:
- Payroll dates and the people who process payroll
- Banking, bookkeeping and accounting contacts
- Landlord, insurer, major supplier and IT contacts
- Recurring payments and obligations that cannot be missed
- Active contracts, deadlines and customer commitments
- The location of corporate records, insurance policies and emergency procedures
For each item, state who may act and whom they should call. “Banking is online” is not an instruction. “Contact our account manager; signing authority is set by the banking resolution” gives someone a usable first step.
Keep the plan current. A former employee’s name can be more dangerous than a blank line because it creates false confidence.
How should passwords and digital access be handled
Do not place a master password in an ordinary continuity binder or email it around the office.
List the systems the business depends on, the account owner and the approved recovery method. Use business accounts instead of an owner’s personal email where possible. Turn on multi-factor authentication and store recovery codes securely. A managed password system may help, provided the emergency-access process is set up and tested.
Access and authority remain different. Knowing a login does not necessarily authorize someone to move money, view employee information or sign on behalf of the corporation. The continuity plan should preserve both security and accountability.
What decisions can wait
A temporary decision-maker needs boundaries as much as authority.
Set spending limits. Identify contracts that need board, shareholder or owner approval. State whether the backup person may hire staff, borrow money, settle a dispute or make only the decisions needed to preserve ordinary operations.
The aim is not to hand over the business indefinitely. It is to keep wages, customer work, essential suppliers and property protected while the right people assess what happens next.
A five-item continuity check for Manitoba business owners
You have the beginnings of a workable plan if you can answer all five:
- Who takes the first call if you are unavailable?
- Does that person have the legal authority needed to act for you and the business?
- Can payroll, banking and essential bills continue?
- Can the right person reach your lawyer, accountant, bank, insurer and IT provider?
- Do the power of attorney, corporate records and practical instructions agree?
Test the plan once a year. Ask the backup person to locate one document and walk through one ordinary payment without completing it. Gaps are easier to fix on a quiet Tuesday than during an illness. Review it alongside your broader business succession plan.
If your business still depends on you being available for every signature and password, contact TLR Law’s corporate and business team. We can review the Manitoba legal documents behind your continuity plan and help you identify where authority needs to be clearer.
