The Owner Becomes Unavailable Overnight: What Has to Exist Beforehand

This list is for checking, on an ordinary Friday, what would still function in your company if you could not be reached on Monday morning, and for several weeks after that.

Picture an industrial cleaning company of 25 people in the canton of Fribourg, two partners with equal shares, one of them hospitalised on a Thursday evening after a fall from his bike; a scenario, not a client. On Friday the salaries have to go out, a customer is waiting for a signed quote, the bank calls back about a pending payment order, and the remaining partner discovers he has signing authority neither on the main account nor in the commercial register. None of this is succession in the usual sense. All of it is succession in the strict sense: the company has just lost, without notice, the person it depended on. In the mandates I lead, the question "who signs if you can no longer sign?" rarely gets a complete answer at the first attempt, and almost never a written one.

Powers: who is entitled to act

1. A second signature entered in the commercial register. A board member or a managing director with joint signature by two, or a registered attorney under the Code of Obligations, entered rather than promised. A company limited by shares whose sole director can no longer act has a defect in its organisation, and it is the court, on application, that remedies it, on a timetable that is not a company's.

2. Bank powers that do not stop at your access card. Who can approve a payment order, release the salaries and speak to the bank's relationship manager while you are away? A signing power on the account only exists once it is filed with the bank, together with the e-banking access that goes with it.

3. An advance care directive, in your private capacity. It names who manages your assets, your shares included, and exercises your shareholder rights if you lose the capacity of judgement. Without this document the adult protection authority decides, at its own pace, and neither your spouse nor your children have any automatic power over your shares.

4. An incapacity clause in the shareholders' agreement. Between partners, lasting disability and death have to trigger purchase rights, a price formula and a timetable; a cross-held risk insurance can fund the buyout. An agreement that only deals with voluntary sale leaves the remaining partner facing a community of heirs or a court-appointed guardian.

Access: who can get in

1. A password manager with emergency access. Administrator accounts, domain name, e-mail, management software, social networks: a second named access, tested, rather than a list in a drawer that nobody knows is up to date.

2. A second phone for two-factor authentication. Most critical logins send a code to a phone; if it is yours and it is in a hospital locker, the password is useless. Every critical account needs a second validation method, in someone else's hands.

3. Keys, codes and contracts in someone else's keeping. Safe, alarm, vehicles, insurance policies, lease and credit agreements: an inventory of what exists and where it is kept, known to two people.

Management: who decides

1. A named, written deputy. In a company limited by shares, the organisational regulations can designate who runs the business in your absence and how far their authority goes. Without that text your team postpones decisions until you return, and a month of postponed decisions shows up in the quarter's accounts.

2. A board that is not just you. An external director, even a single one, is a body that goes on existing when you are no longer there, with a legal duty to act. It is the difference between a company that holds for three months and a company that waits.

3. The decisions your deputy may take alone. Signing a quote up to a certain amount, committing to an expense, hiring or dismissing: draw up the list and set ceilings, because a deputy without ceilings decides nothing, out of caution.

4. A short list of the relationships that rest on you. The five customers, the two suppliers and the banker who have only ever spoken to you; who calls them, and what they are told. What the vacation test reveals plays out here again, except that nobody chose it.

The message: who speaks

1. A two-paragraph text, prepared in advance. What staff are told on the first day, then customers, with no medical detail and no promised date. Improvised under shock, that message says either too much or nothing, and both feed the rumours.

2. One person designated to link the family and the company. The spouse is rarely the right channel to the bank, and the head of operations rarely the right channel to the children. Naming who builds the bridge stops the two worlds ignoring or fighting each other during the weeks when everything is decided.

3. A will or an inheritance contract that deals with the shares. If the unavailability becomes permanent, your shares fall into a community of heirs that decides unanimously until the estate is divided; an executor or an allocation of the shares stops the company being governed by an undivided estate.

None of these fourteen points asks you to sell, or even to prepare a succession in the sense the word usually carries. They only ask that the company can run for a month without you, which is also, word for word, the first thing a serious buyer will want to verify on the day you decide to hand over. Whatever is missing here will be missing there too, and it will cost more to have discovered it in front of someone else than in front of yourself.