What Is the Difference Between a General Counsel and a Fractional General Counsel?

Many growing businesses reach a point where calling a lawyer only when something breaks no longer works. The two usual answers are hiring a general counsel as an employee or engaging a fractional general counsel. They fill the same role in different ways, and the right choice depends on how much legal work you have and what kind.

What a General Counsel Does

A general counsel (GC) is the company’s chief legal officer. Rather than handling one matter at a time, a GC knows the business well and brings legal judgment into everyday decisions. The work typically includes reviewing and negotiating contracts, handling employment issues, overseeing compliance, protecting intellectual property, advising owners and managers on risk, and choosing and supervising outside litigation counsel when a lawsuit arrives.

What “Fractional” Means

A fractional general counsel performs that role for a portion of the time, usually under a monthly subscription or retainer. The attorney is an outside lawyer rather than your employee and works with several companies. You get a consistent lawyer who learns your business, joins key meetings, and is available for day-to-day questions, while paying only for the level of support you actually need.

Side by Side

• Employment status: an in-house GC is on your payroll; a fractional GC is an outside attorney engaged under a written agreement.
• Cost structure: a full-time in-house counsel means paying a salary and benefits every year, plus overhead; a fractional GC is a predictable monthly fee for a defined scope.
• Availability: an in-house GC is on site full time; a fractional GC is available on agreed terms, by phone, email, video, and in person as needed.
• Breadth of experience: an in-house GC knows one company deeply; a fractional GC brings lessons from many businesses and industries.
• Privilege: communications with either one for the purpose of legal advice are protected by the attorney-client privilege.

What a Fractional General Counsel Is Not

A fractional GC is not automatically your litigation counsel. If a lawsuit is filed, the engagement may cover it, or you may need separate trial counsel, depending on the scope you agreed to. A fractional GC is also not an employee, so the arrangement adds no payroll, benefits, or employment obligations. Your written engagement letter should spell out exactly what is included and what is billed separately.

Which Fits Your Business

A fractional GC usually fits companies that need steady legal help but not a full workweek of it: startups, small and midsize businesses, and established companies that have relied on outside firms for years without anyone who knows the whole picture. An in-house hire makes more sense when legal work truly fills a full-time job, the company is heavily regulated, or leadership needs a lawyer in the building every day. Many companies start with a fractional arrangement and hire in-house later, often with the fractional GC helping to recruit and onboard the new hire.

How Seraj Law Can Help

Seraj Law serves as outside general counsel for businesses in Albany and across New York on a subscription basis. Contact us to talk about what level of support fits your company.