What Is a Fractional General Counsel? (And Do You Need One?)

At some point, a growing technology company reaches a legal inflection point. The ad-hoc approach (calling a lawyer when something breaks, hoping the template agreements hold up) starts to feel like it is falling short. But a full-time General Counsel, with the salary and overhead that entails, does not yet make financial sense.

A fractional General Counsel is the answer a lot of companies land on when they get honest about that gap.

What a fractional general counsel actually does

A fractional GC functions as in-house counsel for your company, without the full-time headcount. The relationship looks more like an internal attorney than an outside firm.

That distinction matters. Outside counsel you call when something goes wrong. A fractional GC is embedded enough in the business to know what is coming before it goes wrong. They review the contracts before they are signed, flag the vendor agreement that has a problematic indemnification clause, and keep your standard form agreements updated as the product and regulations evolve.

Day-to-day work typically includes commercial contracts (software licenses, SaaS agreements, vendor agreements, NDAs, partnership deals), employment matters (offer letters, separation agreements, policy questions), data privacy and cybersecurity compliance, intellectual property questions, corporate governance, and regulatory issues specific to your industry. For technology companies, that often means privacy law and cybersecurity questions that general practitioners are not well-positioned to handle.

How it differs from outside counsel

Outside counsel operates on a reactive model. You have a problem, you call, they handle it, you get a bill. There is nothing wrong with that for discrete matters: litigation, a major transaction, a specialized compliance project. But as a substitute for ongoing legal support, the model breaks down.

Hourly billing creates a perverse incentive: the more you call, the more it costs. Companies start rationing legal questions they should not be rationing. The contract that should have been reviewed gets a quick read instead of a thorough one. The agreement that should have been redlined gets signed because the clock is running.

A fractional GC changes that. The relationship is ongoing rather than transactional. You are not choosing between asking a legal question and keeping the bill down. The attorney learns the business, accumulates context, and builds judgment about what actually matters for your specific situation, something that takes months of a new outside engagement to develop and resets every time you switch firms.

The billing model reflects this. Fractional GC arrangements typically run on a monthly subscription, flat-fee project basis, or hourly rate, often a combination depending on the work. The predictability is part of the value.

What types of companies benefit

The sweet spot is companies that have outgrown ad-hoc legal help but are not yet ready for a full-time General Counsel.

On the small end, that can be a solo cybersecurity consulting operation that has started taking on enterprise clients and is seeing contracts that need real review. On the larger end, it is a SaaS company with 60 to 80 employees that has a real data processing footprint, a vendor roster, employee agreements, and regulatory exposure it did not have a few years ago.

What these companies share: the legal volume is real and ongoing, but the company is not large enough to justify a $300,000 annual headcount plus benefits for a full-time attorney. A fractional arrangement gives you the ongoing relationship and accumulated context without the full-time cost.

Particularly good fits tend to be technology companies handling sensitive data (privacy obligations are ongoing, not one-time), companies with a significant vendor or customer contract volume, companies operating across state or international lines (jurisdictional complexity), and companies in regulated spaces where compliance is a moving target rather than a one-time checkbox.

How a fractional GC engagement works

There is no single structure, which is part of what makes the model flexible.

Some companies run on a monthly subscription: a defined scope of work, a fixed monthly fee, and a relationship that covers the day-to-day legal needs. Others prefer project-based flat fees for defined work: drafting a standard form agreement, reviewing a vendor contract, building out an employment policy set. Some use hourly billing for lighter, intermittent needs.

In practice, many fractional GC relationships combine these. A base subscription covers the ongoing operational work, with project fees for larger defined efforts that fall outside the routine.

The engagement usually starts with getting current: reviewing the existing contracts, identifying gaps in the standard forms, understanding the regulatory exposure, and prioritizing what needs attention first. That intake process is where accumulated context starts to build.

Is this the right moment for your company?

The clearest signal is this: if legal questions are piling up because you do not have a good answer for how to handle them cost-effectively, you are probably at the inflection point.

If you are not sure whether that describes your company, contact MB Legal and we can talk through it. There is no obligation, and the conversation usually clarifies things quickly.

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This post is informational and does not constitute legal advice. If you have questions about your specific situation, consult a licensed attorney in your jurisdiction.