Fractional general counsel is a model in which a business retains an outside attorney on an ongoing basis to act as its general counsel, without hiring a full-time lawyer as an employee. It describes a relationship rather than a single service, and this post explains what it is, how it differs from a project lawyer and from hourly billing, and how to tell whether it fits a particular business.

At a glance

Fractional general counsel gives an Ohio business one lawyer who knows it well, instead of hourly bills from a firm learning it for the first time.

What Does a Fractional General Counsel Actually Do? A fractional general counsel handles the recurring legal work of running a business: reviewing and drafting contracts, advising on entity governance, answering day-to-day legal questions, and keeping an eye on the documents that tend to go stale, such as operating agreements and buy-sell agreements.
How Is Fractional General Counsel Different From a Project Lawyer? A project lawyer is engaged for a single, defined task: form the LLC, review this one contract, draft this one lease.
How Is Fractional General Counsel Different From Big-Firm Hourly Billing? Large firms typically bill by the hour, often at rates set for a mix of partners, associates, and support staff, and with a total that can vary significantly month to month depending on what came up.
What Is the Point-Person Idea Behind Fractional General Counsel? The core of the model is a single attorney who knows the business well enough to be a genuine point of contact, not a routing desk.
What Size Business Needs a Fractional General Counsel? No revenue or headcount threshold makes this model relevant.

What Does a Fractional General Counsel Actually Do?

A fractional general counsel handles the recurring legal work of running a business: reviewing and drafting contracts, advising on entity governance, answering day-to-day legal questions, and keeping an eye on the documents that tend to go stale, such as operating agreements and buy-sell agreements. For matters outside that scope, such as litigation, a specialized regulatory filing, or intellectual property prosecution, the fractional general counsel coordinates an outside specialist and manages that relationship on the business’s behalf.

The value is in the coordination as much as the direct work. An owner does not need to know which type of lawyer to call for which problem. There is one point of contact who already understands the business and brings in the right specialist when a matter genuinely calls for one.

How Is Fractional General Counsel Different From a Project Lawyer?

A project lawyer is engaged for a single, defined task: form the LLC, review this one contract, draft this one lease. The engagement ends when the task is done, and the next question starts a new relationship from zero, with a new lawyer learning the business’s history and documents for the first time.

Fractional general counsel is structured around continuity instead. The relationship persists between projects, so the attorney already knows the entity structure, the ownership agreements, and the business’s history when the next question comes up. That context changes both the speed and the quality of the advice, since the attorney is drawing on an ongoing understanding of the business rather than reconstructing it each time. The distinction between one-off help and a standing relationship is the same one covered in when a business needs a lawyer on call.

How Is Fractional General Counsel Different From Big-Firm Hourly Billing?

Large firms typically bill by the hour, often at rates set for a mix of partners, associates, and support staff, and with a total that can vary significantly month to month depending on what came up. For a closely held business trying to budget, that unpredictability is its own cost, separate from the legal work itself.

A fractional general counsel model built around a flat scope aims to remove that unpredictability. The business knows in advance roughly what ongoing counsel costs and what falls inside that scope, with a clear conversation about anything that falls outside it. The goal is to let an owner budget for legal counsel the way they budget for any other fixed cost of running the business.

What Is the Point-Person Idea Behind Fractional General Counsel?

The core of the model is a single attorney who knows the business well enough to be a genuine point of contact, not a routing desk. That attorney handles the matters in their own lane directly and coordinates a specialist, such as litigation counsel or a tax attorney, only when a matter needs one. The owner is not left to figure out which type of lawyer to search for. The point person already knows, and knows the business well enough to brief the specialist quickly.

This is the same reason recurring issues like buy-sell agreements and operating agreements benefit from ongoing counsel rather than a one-time review. A document drafted once and never revisited tends to go stale in exactly the ways that create disputes later. An attorney who already knows the business is positioned to catch that drift before it matters.

What Size Business Needs a Fractional General Counsel?

No revenue or headcount threshold makes this model relevant. The better question is how often the business generates legal questions: contracts to sign, employees to hire, an ownership change to document, a vendor dispute to think through. A business hitting these moments regularly, even a small one, has enough recurring legal need to benefit from a standing relationship rather than assembling help project by project.

Our approach to fractional general counsel is built around this point-person model: one attorney, a predictable scope, and a specialist brought in only when the matter calls for it. Full details on our scope of work are on the Business Law page.

Frequently Asked Questions

What does a fractional general counsel actually do?

A fractional general counsel serves as an ongoing point of contact for a business’s legal needs, handling contract review, entity governance, and general legal questions directly, while coordinating outside specialists for matters outside that lane, such as litigation or a complex regulatory issue.

How is fractional general counsel different from an in-house lawyer?

An in-house lawyer is a full-time employee dedicated to one company. A fractional general counsel works with several businesses at once, dividing time across them, which gives a smaller company access to ongoing counsel without carrying the cost of a full-time hire.

Is fractional general counsel the same as outside general counsel?

The terms are generally used to describe the same arrangement: an outside attorney or firm that functions as the business’s general counsel on an ongoing basis, rather than being retained project by project. Fractional general counsel and outside general counsel both describe this recurring relationship.

How much does fractional general counsel cost?

Fractional general counsel arrangements vary by company and scope. We use defined-scope, flat-fee engagements tailored to the legal needs and level of ongoing coordination involved. A Strategy Session helps determine whether the model may be a fit.

What size business needs a fractional general counsel?

There is no fixed employee count or revenue threshold. The better test is frequency: a business signing contracts regularly, managing more than one owner, or making recurring hiring and vendor decisions usually has enough ongoing legal need to benefit from a standing relationship rather than one-off engagements.

Discuss your next step

The business you are building deserves legal support that develops an understanding of its goals. If recurring questions are interrupting important work, start a conversation about the scope of ongoing counsel before the next major decision. Schedule a complimentary 15-minute Strategy Session with Intake Services to share your priorities and explore whether Rhodium Law is the right fit to help.