A fractional general counsel, or fractional GC, is an experienced lawyer who acts as a company’s in-house counsel for a set number of hours each month. The lawyer serves several companies, knows each business well and is paid by monthly retainer, usually with an hourly rate above an agreed number of hours. The arrangement is also called a part-time general counsel or outsourced GC. An interim general counsel is a full-time lawyer seconded for a period, typically to cover a leave or a vacancy.
The difference from a law firm is familiarity. A fractional GC reads your contracts knowing your business, your risk tolerance and what you agreed with the last customer.
What a fractional GC owns
At a $1M to $100M company, the work falls into five areas.
Commercial contracts. Customer agreements, vendor contracts, NDAs, partnership terms and data processing agreements. The fractional GC builds templates, sets a negotiation playbook and reviews the deals that depart from it. As customers get larger, they send their own paper, and contract review becomes the biggest share of the work.
Employment. Offer letters, contractor agreements, IP assignment and confidentiality agreements, separation agreements, handbook review with HR and guidance on restrictive covenants, which vary sharply by state and country.
Corporate records. Board and shareholder consents, the cap table, option grants and the minute book. Many founder-led companies have gaps here that only appear in due diligence.
Financing and transactions. Preparing for a raise or a loan, working with investor counsel on term sheets and closing documents, and managing the data room. Larger transactions still use a law firm; the fractional GC manages it.
Outside counsel. Deciding when a specialist is needed, choosing the firm, setting the scope and checking the bills. A good fractional GC often saves more on outside counsel than the retainer costs.
Privilege and licensing
A fractional GC is a licensed attorney acting as your lawyer, so communications for legal advice are generally privileged, as with any counsel. That only holds if the person is acting as a lawyer, so confirm they are admitted to the bar and carry malpractice insurance. Rules on which jurisdiction’s law they can advise on vary; ask.
Hours and fees
A fractional GC usually works 10 to 40 hours a month. Retainers typically run $3,000 to $15,000 a month, or $250 to $500 an hour, against law firm rates that often start above $500 an hour for experienced lawyers. The cost guide has more detail.
When to hire one
The triggers: the founder reviews every contract and deals are waiting; enterprise customers send 40-page agreements with data protection terms; you are hiring across states or countries; you plan to raise and know your records are messy; or law firm bills are unpredictable and growing.
Who it is not for
A company with a few standard contracts a year can use a law firm as needed. A company in active litigation needs litigators. And a company signing hundreds of contracts a month with a regulatory program to run needs a full-time legal team.
What to check
Ask which areas the lawyer has practiced in-house, which jurisdictions they are admitted in, whether they have handled a financing like yours, and how they decide what goes to outside counsel.