Somewhere between the first commercial contract and the first serious financing, legal stops being an occasional errand and becomes a standing function. Questions arrive weekly: a customer redlines your MSA, an employee asks about equity, a vendor wants an indemnity you don’t understand. A full-time general counsel would handle all of it — but a full-time GC is a significant executive salary, and most companies at this stage can’t justify one.
The fractional general counsel model exists for exactly this gap.
The Role, Concretely
A fractional GC is an outside attorney who functions as your company’s general counsel on a part-time, ongoing basis — typically through a fixed monthly plan rather than an hourly meter. In practice, the work usually includes:
- Contract flow: reviewing and negotiating the agreements your business signs — customer agreements, vendor contracts, NDAs, partnership terms
- Corporate housekeeping: board consents, equity grants, cap table hygiene, annual filings
- Employment matters: offer letters, contractor classification, policies, separations
- Risk triage: knowing which problems are routine, which need a litigator or tax counsel, and which need attention today
- Coordinating other counsel: when a matter needs a litigator, a tax attorney, or immigration counsel, the fractional GC scopes the work and manages it
The difference from calling a law firm ad hoc is continuity. A fractional GC knows your business before the question arrives, which changes both the speed and the quality of the answer.
When Companies Reach That Point
Patterns we see that suggest the model fits:
- Legal questions are arriving faster than once a month, and someone non-legal is answering them
- Contracts are being signed without review because review feels slow or expensive
- A financing, major customer, or regulatory question is on the horizon
- You are paying hourly rates for work that is really an ongoing function, not a project
What to Ask Before You Engage
- Is the monthly scope defined in writing — hours, response times, what is included and what is not?
- Who does the work — the attorney you met, or someone else?
- How are matters outside the plan priced, and are you told before that meter starts?
An ongoing counsel relationship should make your legal costs more predictable, not less. If the structure is vague, keep looking.
The Bottom Line
The right time for ongoing counsel is usually earlier than founders expect — not because more legal work is being generated, but because the cost of unreviewed decisions compounds quietly. The model exists so that judgment, not budget, decides when a lawyer looks at the problem.