Who Can Sign for Your Business the Day After You Die
If your Georgia LLC has another member or a manager, that person can sign the day after you die. If you are the only owner, no one may be able to sign until a probate court appoints your executor. A power of attorney cannot fill that gap. It ended when you died.
There are three common setups, and each one works differently. These rules are for LLCs and for businesses in your own name. They do not carry over to a corporation.
If Your LLC Has Other Owners or a Manager
Under O.C.G.A. § 14-11-301, each member of a Georgia LLC can sign for the company in the usual course of its business. If the articles of organization put managers in charge, the managers sign and the members do not. Those people act for the LLC, not for you. Your death does not take their power away.
So if you have a co-owner or a named manager, someone can sign on Wednesday morning. What your family receives is a separate question. Under O.C.G.A. § 14-11-502 and § 14-11-503, a person who takes over your share gets the profits, not a say in management, unless the operating agreement says otherwise or all the other members agree to admit them. Our guide on whether an LLC operating agreement overrides a will in Georgia explains that split.
If You Are the Only Owner of Your LLC
This is where the gap opens. Under O.C.G.A. § 14-11-506, when the last member of an LLC dies, that person’s executor becomes a member of the LLC. The executor can opt out by written notice within 90 days of the death. An operating agreement can set a different rule.
The catch is timing. You do not have an executor on the day you die. A probate court has to appoint one first. For a metro Atlanta owner, that is the probate court in the county where you lived, such as Fulton, DeKalb, Cobb, or Gwinnett. Until the court acts, no one may have the power to sign for a one-owner LLC.
There is a second clock. Under O.C.G.A. § 14-11-602(b)(4), an LLC can be dissolved 90 days after its last member is gone if no one steps in, unless the articles or a written operating agreement say otherwise. See what happens to a Georgia LLC when the owner dies for the full picture.
If the Business Is in Your Own Name
A business with no LLC or corporation around it is you. Every contract is your contract. Many owners plan around this with a power of attorney. That does not work after death. Under O.C.G.A. § 10-6B-10(a)(1), a power of attorney ends when the person who signed it dies.
The same is true for an office manager or family member who signs for you day to day. Under O.C.G.A. § 10-6-33, that kind of authority ends at your death in most cases. Our guide on what happens to a Georgia sole proprietorship when the owner dies covers the rest.
Who Signed the Contract: Your LLC or You?
Once you know who can sign, sort your contracts into two piles. Look at the signature block on each one. It tells you which pile the contract belongs in.
| Who signed |
What usually happens at your death |
Who acts on it |
| Your LLC, by you as member or manager |
The contract stays with the LLC. The LLC is still the party. |
A remaining member or manager. For a one-owner LLC, the executor once appointed. |
| You, in your own name |
The contract usually becomes part of your estate, unless it is the kind that ends at death. |
Your executor, once the probate court appoints one. |
| Your LLC, with your personal guarantee |
The LLC’s contract stays with the LLC. The guarantee is a separate promise you made in your own name. |
Both. Read each document on its own. |
The personal guarantee is the one owners forget. Under O.C.G.A. § 14-11-303(b), an owner can agree in writing to be personally responsible for an LLC’s debt. That is what a personal guarantee on a lease or a business loan is. It is your promise, not the company’s. Our guide on whether a personal guarantee survives death in Georgia explains what happens to that promise.
The first row is the simple one. A contract your LLC signed stays with the LLC. Your death does not change who the parties are.
The second row comes with a caution. A contract in your own name usually becomes part of your estate. We say “usually” on purpose. No single Georgia statute sets one rule for every contract, and the contract’s own wording can change the result.
Which Business Contracts End When the Owner Dies
Some contracts depend on one person’s own skill or labor. Georgia courts have treated a contract to work for a business in one owner’s name as ending at the death of either side when the contract says nothing different. The Georgia Supreme Court set that rule for a partnership in Griggs v. Swift, 82 Ga. 392 (1889). The Georgia Court of Appeals restated it for a business in one owner’s name in Citizens & Southern Trust Co. v. Hicks, 216 Ga. App. 338 (1995).
Hicks also shows that the contract’s own wording comes first. The employment contract there spoke to what would happen if the employer died. The owner’s death did not end the dispute. His estate still had to answer for the contract.
So read your contracts for these clauses before anyone has to guess:
- A death clause. It says what happens if a named person dies.
- A key person clause. It lets the other side leave if a named person stops doing the work.
- A change of ownership clause. It can be triggered when your share passes to someone else.
- An assignment clause. It says whether the contract can be handed to a new party, and who must agree.
If you are the person a customer hired for your own skill, such as a consultant or designer, assume the contract may end with you unless it says otherwise.
What About a Non-Compete?
A non-compete does not follow one rule. It depends on how the agreement is built. Georgia’s Court of Appeals has gone both ways on what a buyer still owes after the seller of a business dies.
In Mail & Media, Inc. v. Rotenberry, 213 Ga. App. 826 (1994), the non-compete stood alone as its own agreement. The buyer had to keep paying after the seller died. In Wallis v. B & A Construction Co., 273 Ga. App. 68 (2005), the payments were tied to the seller’s consulting work. Those payments ended at his death.
If you sold a business, or bought one, and payments are still owed, have that agreement read now. Whether the non-compete stands alone or is tied to personal work can decide what your family is paid.
What Happens to Your Commercial Lease
Start with the tenant’s name on the lease. If the tenant is your LLC, the LLC is still the tenant after you die. The lease does not move to your family. It stays with the company, and the company still owes the rent.
If the lease is in your own name, be more careful. We have not found a Georgia statute that sets one rule for a fixed-term business lease when the tenant dies. A lease like that is usually treated like other contracts in your name. But the lease’s own terms control, so read the lease before you assume anything. A lease with no end date, such as month to month, is less certain.
One Georgia rule does matter here. Under O.C.G.A. § 44-7-1, a lease for less than five years gives the tenant only a right to use the space. That right cannot be passed to someone else without the landlord’s consent, unless the lease says otherwise. So your family may need the landlord to agree before the lease can go to a new person or company.
Three lease clauses are worth finding now:
- Default. Does the lease list the tenant’s death as a default?
- Assignment. Can the lease be moved to a buyer or a family member, and on what terms?
- Personal guarantee. Did you promise to pay the rent yourself if the LLC does not?
What Happens to Vendor and Supplier Contracts
Contracts your LLC signed with vendors and suppliers keep going. The practical problem is authority. Someone has to approve orders, send invoices, and sign renewals. If your LLC has a co-owner or manager, that person can. If you were the only owner, the work can stall until an executor is in place.
For a business in your own name, people often expect the executor to run things. Georgia law is narrower than that. O.C.G.A. § 53-7-4 lets a temporary administrator, or an executor whose will is being contested, carry out your existing contracts and carry on the business. It applies only after a probate court order, with notice to everyone who has an interest.
A will can do better. A will can give your executor the business powers listed in O.C.G.A. § 53-12-261. Those powers include continuing a business and signing contracts without asking the court each time. A will that says nothing leaves your executor with far less to work with. The other route is for everyone who inherits to agree and ask the probate court to grant those powers (O.C.G.A. § 53-7-1(b)). The court may say yes, but does not have to.
Vendors you owed money in your own name become creditors of your estate. Your executor publishes a notice to creditors. Under O.C.G.A. § 53-7-41(d), creditors have three months after the last published notice to tell the executor what they are owed. A creditor who misses that window can lose the right to share equally with creditors who were already paid.
What Happens to Customer Contracts and Work Already Promised
A customer contract with your LLC stays in force. The LLC still owes the work, and the customer still owes the payment. The question is whether the company can keep doing the work without you.
Many service agreements let the customer cancel with notice. A customer who hears nothing may use that right. Silence is what loses customers. A named person who can call them the same week, with real authority to sign, protects those contracts better than any clause.
Work a customer has already paid for needs extra care. If the contract was in your own name and the work was not finished, that customer may have a claim against your estate for what they paid. Keep a current list of open jobs and deposits so the person who steps in knows what is owed.
A sale is the other pressure point. If your family plans to sell the business, the buyer will ask whether each customer contract can be handed over. Some contracts need the customer’s written consent first. That consent is easier to get while you are alive than after you are gone.
What the Person Who Steps In Should Do First
Your spouse, your child, or a trusted employee will want to help right away. Good intentions are not authority. These steps keep them from signing something they had no power to sign.
- Find the LLC’s papers. The articles of organization and the operating agreement say who can sign now and who takes over.
- Do not sign as the owner. Do not use a power of attorney either. It ended at the death.
- Sort the contracts by who signed. Make one pile for the LLC and one for contracts in the owner’s own name.
- Start the probate case if one is needed. It is filed in the probate court of the Georgia county where the owner lived. An executor has no power until the court appoints them.
- Tell the landlord and key customers who the contact is. Say plainly who has authority today and who will have it once the court acts.
- Read each contract for a death, default, or assignment clause before agreeing to any change.
- Keep the business insurance paid. A policy that lapses while everyone waits on the court leaves the company with no coverage.
If the owner never formed an LLC, there are no LLC papers to find. Nearly everything waits on the probate court. That delay is the main reason to plan ahead.
How to Keep Your Contracts Running Without a Gap
Each of these contract problems comes from the same gap. Your contracts are still alive, but no one has the power to act on them yet. You close that gap while you are living. Here is how.
- Put contracts in the LLC’s name. When a lease or vendor agreement renews, have the LLC sign it, not you. If you do not have a company yet, forming a Georgia LLC is the first step. Atlanta Estate Planning charges $1,250 for each LLC.
- Name who takes over in your operating agreement. A written operating agreement can say who becomes manager or member when you die. Georgia’s default rules give way to it.
- Move your LLC interest into a revocable trust. This is one way to put a named person in charge without waiting for a court. It only works if the LLC’s operating agreement is updated to make the trust the owner. Signing a transfer alone is not enough. After that, the successor trustee you named can act as soon as they accept the job. Our revocable living trust plan is $3,500.
- Give your executor business powers in your will. This is the backstop for anything left in your own name.
- If you have partners, sign a buy-sell agreement. It sets who buys your share and at what price. Read what a buy-sell agreement is in Georgia to see how one works.
These pieces work as one plan. Our business succession planning service ties the trust, the operating agreement, and the will together so the same person is named in all three. You can also browse every guide for owners on the Georgia business owner estate planning page.
A plan like this also covers the day you are alive but cannot work. See what happens when a Georgia business owner becomes incapacitated for that side of it.
