You may want a power of attorney to keep your business running if you cannot act. That step can bring peace of mind. You may also worry about giving up too much control. Texas law draws a clear line between your business rules and your power of attorney, which helps protect how your company operates.
How authority is prioritized under Texas law
Texas law separates business control from personal agency. The Texas Business Organizations Code (TBOC) governs how your company runs. Your bylaws, operating agreement or shareholder agreement set who can make decisions and control voting rights, management power and approval steps.
Texas law governs your power of attorney primarily under the Texas Estates Code. However, when your agent acts in a business context, they must also comply with fiduciary duties under the TBOC. It lets your agent exercise only those rights you personally hold as an individual owner, not rights that belong to the business entity itself.
Your agent can only use the rights you already have as an owner. If your governing documents limit your authority, those limits still apply to your agent. Clear and consistent documents reduce the risk of conflict.
Where your agent’s authority begins and ends
A Texas durable power of attorney can grant broad financial powers unless you limit those powers in the document. It helps to understand how this plays out in a business setting.
Your agent may be able to:
- Use your ownership rights tied to shares or membership interests
- Access business accounts if you allow it
- Take part in decisions you have the right to make
Your agent usually cannot:
- Override board or manager authority set in your governing documents
- Change those documents unless you clearly allow it
- Violate the fiduciary duties they owe to you under Texas law, including duties of loyalty and care
Banks and other third parties in Texas may rely on a valid power of attorney, which makes careful drafting important and helps prevent actions you did not intend.
Protect control while planning ahead
You can plan for support without giving up control. Your power of attorney and your business documents should match. Clear boundaries can keep your agent from stepping into roles you want to reserve for others and thoughtful planning can help your business stay stable while your interests remain protected.
