What Is a Fractional General Counsel- and When Does Your Business Need One?

Running a business comes with countless responsibilities. From managing operations and sales to ensuring compliance with regulations, the list can feel endless. One area that often gets overlooked until it’s too late is legal support. While many small and mid-sized businesses don’t have the budget for a full-time, in-house general counsel (GC), there’s a growing solution that can fill that gap: a fractional general counsel.

What Is a Fractional General Counsel?

A fractional general counsel is an attorney who provides part-time, on-demand legal guidance to a company. Unlike a full-time, in-house GC who works exclusively for one company, a fractional GC serves multiple clients, usually under a flexible arrangement tailored to the client’s needs.

The term “fractional” refers to the fact that the attorney works a fraction of the time of a full-time executive. This could mean a few hours a week, several days a month, or project-based support depending on the business’s requirements. Fractional GCs often focus on strategic legal advice rather than just reactive support, helping businesses make proactive decisions that reduce risk and support growth.

How a Fractional General Counsel Differs from Other Legal Support

Many small businesses rely on outside counsel or a law firm to handle legal matters as they arise. While this approach works for transactional or litigation needs, it has some limitations:

1. Reactive vs. proactive advice: Traditional law firms are often engaged after a problem arises. Fractional GCs provide ongoing guidance, helping prevent legal issues before they occur.
2. Strategic involvement: Fractional GCs often sit in on management meetings, review contracts, and advise on operational decisions with a business-first perspective. They’re integrated into the company rather than just providing a service.
3. Cost-efficiency: Hiring a full-time GC can cost $200,000 to $400,000 per year, plus benefits. Fractional GCs offer high-level expertise at a fraction of that cost, making it accessible for startups, small businesses, and growing companies.
4. Continuity and consistency: Engaging multiple outside attorneys for different projects can lead to inconsistent advice. A fractional GC acts as a central point of legal oversight, ensuring consistency in strategy and risk management.

What Services Does a Fractional General Counsel Provide?

The scope of services can vary based on the business’s needs, but common areas include:

1. Contract review and negotiation: Ensuring agreements with clients, vendors, or partners are legally sound and aligned with your business goals.
2. Corporate governance: Advising on entity formation, bylaws, operating agreements, and compliance with state and federal regulations.
3. Intellectual property protection: Guidance on trademarks, copyrights, patents, and trade secrets to protect your business’s intangible assets.
4. Employment and HR matters: Drafting employee agreements, advising on employee policies, and providing guidance on compliance with labor laws.
5. Risk management and compliance: Identifying potential legal risks in operations and recommending steps to mitigate them.
6. Strategic business decisions: Participating in mergers and acquisitions, financing rounds, joint ventures, or other strategic initiatives.
7. Dispute resolution: Advising on potential disputes, helping negotiate settlements, or coordinating with outside litigation counsel when needed.

When Does a Business Need a Fractional General Counsel?

Not every business requires a fractional GC, but many find the role invaluable when certain conditions arise:

1. Rapid growth or scaling: Businesses experiencing fast growth often encounter complex contracts, employment issues, and regulatory questions. A fractional GC ensures legal compliance doesn’t lag behind business growth.
2. High transaction volume: Companies with frequent client agreements, vendor contracts, or partnership deals benefit from having a dedicated attorney reviewing documents regularly.
3. Startup fundraising or investment: Navigating venture capital, angel investments, or debt financing requires legal expertise that a fractional GC can provide without the cost of a full-time hire.
4. Lack of in-house legal expertise: Many small businesses operate without any in-house legal resources. A fractional GC provides experienced guidance without the overhead of a full-time executive.
5. Risk-sensitive industries: Businesses in regulated industries, such as real estate, technology, or healthcare, may need ongoing legal oversight to avoid costly compliance issues.

Benefits of Hiring a Fractional General Counsel

1. Cost-effective expertise: You get access to senior-level legal guidance at a fraction of the cost of a full-time hire.
2. Flexibility: Hours and responsibilities can scale with your business needs. You can engage the GC on a weekly, monthly, or project-specific basis.
3. Business-focused advice: Fractional GCs understand that legal decisions impact business strategy and growth, and they provide actionable recommendations.
4. Continuity: A fractional GC becomes familiar with your business and industry, reducing the learning curve and ensuring consistency across all legal matters.
5. Proactive risk management: Rather than reacting to problems, a fractional GC can identify and mitigate risks before they escalate.

How to Find the Right Fractional General Counsel

1. Identify your needs: Determine which areas of law your business struggles with most or anticipates needing support in.
2. Look for experience in your industry: A fractional GC familiar with your sector will understand specific regulatory, operational, and strategic challenges.
3. Check references and track record: Ensure they have a history of successfully advising businesses similar in size and stage to yours.
4. Clarify expectations: Set clear guidelines for hours, availability, and scope of work. A written engagement letter or contract is essential.
5. Evaluate fit: A fractional GC should feel like a trusted advisor, able to communicate clearly with you and your team.

A fractional general counsel is a strategic solution for businesses that need high-level legal guidance without the cost of a full-time hire. They provide proactive, business-focused advice, helping companies manage risk, protect their assets, and make informed decisions.

Whether your business is growing rapidly, navigating complex contracts, or preparing for investment, a fractional GC can provide the legal expertise you need while keeping costs manageable. By integrating a fractional GC into your operations, you gain not just a lawyer, but a strategic partner who helps your business thrive safely and efficiently.

Next Steps: If you’re considering hiring a fractional general counsel, start by identifying your business’s most pressing legal needs and seeking someone with experience in your industry. The right fractional GC can become an invaluable part of your team, providing clarity, guidance, and confidence in every major business decision.