Fractional GC 12 min read

What a fractional general counsel actually does (and what outside counsel can't).

Most descriptions of the fractional GC model stop at "part-time GC without the full cost." That sentence is correct and useless. Here is what the role looks like week by week, the four things outside counsel structurally cannot deliver, and the honest test for whether your business is ready for the model.

Practice areas this article covers

Fractional GC Governance Texas Business Law

If you read nothing else

The fractional general counsel sits inside the business in the same posture an employed GC would, owns the legal infrastructure end-to-end, and coordinates specialist outside counsel for the work that requires deep expertise. The structural difference from outside counsel is not the hourly rate. It is the posture: outside counsel is engaged for matters; a fractional GC owns the function. The model fits Texas businesses in roughly the $5M–$75M revenue range with recurring legal touchpoints across multiple areas. Below that, outside counsel on specific matters typically suffices. Above it, a full-time GC starts to make economic sense and the fractional engagement becomes a transition arrangement on the way to that hire.

Call Chuck Kraus: (682) 529-7177

I have built legal departments from zero at three companies, including one that listed on two exchanges. I have also been the outside counsel a CEO calls when something has already gone sideways. The two roles use the same body of law and produce very different work, for reasons that have less to do with skill than with structure.

The fractional general counsel model is the one I run now. It is also the one most often described to potential partners in language that explains nothing. "Part-time GC. Lower cost than full-time. More relational than outside counsel." All true. None of it tells the founder or CEO what would actually be different about their business if they engaged one.

This article does that. It describes the operational reality of a fractional GC engagement at a Texas business — what happens in the first month, what the recurring weekly cadence looks like, what is in scope and what is not, where the value comes from, and the conditions under which the model genuinely fits versus the conditions under which it does not. The goal is to make the engagement legible enough that a founder reading this can answer the question "is this what we need" without a sales call to find out.

What the role actually is

A general counsel is the senior lawyer inside a company. Not a specialist. Not a contract reviewer. The senior lawyer — the one who owns the legal function, sets the legal infrastructure, manages the relationship with every outside specialist the company engages, and sits in the leadership conversations where legal considerations meet business considerations. At a public company this person reports to the CEO and the board. At a privately held mid-market business, they typically report to the CEO directly.

A fractional general counsel is the same role, scaled to the legal needs of a business that does not yet require a full-time GC. The "fractional" describes the time commitment, not the seniority or the scope of authority. A fractional GC engagement that delivers the right value is staffed by an attorney with the seniority to actually function as a GC: prior in-house experience, transactional and governance fluency, judgment about when to engage specialists and when to handle matters directly, and the standing to operate inside the leadership team rather than adjacent to it.

The fractional engagement runs as a monthly retainer covering a defined scope of recurring work. Specialist matters — patent prosecution, litigation, complex regulatory work — are handled by appropriate outside counsel under the fractional GC's coordination. The retainer is structured to remove the friction of each conversation costing money, which is the structural problem with using outside counsel for ongoing legal work the business has every month.

What it looks like, week by week

Below is the actual cadence of a typical month inside a fractional GC engagement at a Texas business in the $15M–$50M revenue range. Specifics vary by business, but the rhythm is consistent across engagements. The work is recurring, not episodic.

Month in the engagement

What a fractional GC does, week by week

Week 1 Operational
Active matters & recurring legal infrastructure
Weekly check-in with the CEO. Active matters reviewed: contracts in negotiation, employment situations, pending decisions with legal exposure.
Customer or vendor contract review queue: three to seven agreements typical, ranging from MSAs and SOWs to NDAs and licensing arrangements.
Direct response to operational legal questions from the leadership team — the questions that previously generated calls to outside counsel are now resolved within hours, not days.
Coordination with any specialist outside counsel currently engaged on active matters (litigation, IP prosecution, real estate transactions).
Week 2 Strategic
Transactional and governance work
Active transaction work: a capital raise in process, a strategic partnership being negotiated, a key acquisition under evaluation, or a major customer contract being structured.
Board materials review for the next governance meeting; preparation of any resolutions or written consents for major decisions in progress.
Review and update of the company's standard contract templates as new patterns emerge — new clauses requested by counterparties become learning that improves the next negotiation.
Management of the relationship with any specialist firm currently retained, including review of work product and decisions about scope.
Week 3 Anticipatory
Risk audit & preventive infrastructure
Targeted review of one functional area in depth: this month, employment documentation; next month, IP assignments; the month after, vendor contracts. The audit cadence catches problems before they become events.
Evaluation of new business activities — the launch of a new service line, expansion into a new state, a new category of customer — for legal implications before they are operational.
Conflict of interest review for any related-party transactions or new vendor relationships involving leadership team members.
Pre-incident planning: review of cyber response protocols, employment dispute escalation paths, regulatory contact procedures.
Week 4 Reflective
Reporting, calibration, and forward-looking review
Monthly summary to the CEO: matters resolved, matters pending, matters anticipated, legal infrastructure updates implemented.
Calibration conversation with the CEO on whether the engagement scope still matches the actual need — whether anything is being missed, whether anything is being overserved.
Quarterly business review (every third month): legal landscape across the company, key decisions made, key risks tracked, anticipated workload for the next quarter.
Strategic legal planning for the next quarter, aligned to the business's commercial plans.
Crisis weeks override the normal cadence. When a meaningful legal event occurs — a regulatory notice, a key employee departure with disputed restrictive covenants, a contract dispute escalating, a security incident — the engagement reorients to the event for as long as it requires. The retainer is sized to absorb periodic events without renegotiation.

The four things outside counsel structurally cannot deliver

The choice between fractional GC and outside counsel is sometimes presented as a question of cost or convenience. It is more usefully understood as a question of structure. The fractional model delivers four things that per-matter outside counsel relationships are structurally incapable of delivering — not because the lawyers are different but because the engagement model is different.

1
Compounding context

Outside counsel learns enough to handle the matter in front of them and bills for that learning. The next matter, often, requires re-onboarding. A fractional GC accumulates and retains comprehensive context across the company's entire legal exposure: the operating agreement and its idiosyncrasies, the cap table and its constraints, every key contract and how it was negotiated, the ongoing employee situations, the regulatory posture, the strategic direction. That accumulated context is the most valuable thing the engagement produces. It is also impossible to replicate by re-engaging outside counsel for each matter as it arises.

2
The questions that were not asked

Outside counsel answers the question presented. A fractional GC asks the questions the founder did not know to ask, including the ones that matter most. The CEO who calls about a contract assignment clause in a sale is asking about the contract assignment clause. The fractional GC who has been embedded for two years already knows that the indemnity provisions in three other contracts have not been updated, that two key employee agreements lack proper IP assignment, and that the operating agreement has a buy-sell mechanism that needs to be invoked correctly to avoid tax consequences. The value is in the questions that surface from context, not the answers to the questions that were obvious enough to ask.

3
Coordination of specialists

A growing business engages multiple specialist outside counsel: corporate, employment, IP, litigation, real estate, regulatory. None of those specialists is responsible for the others or for the integration of the work. The CEO ends up doing the integration — coordinating between attorneys, communicating context across them, making sure that the employment matter and the IP matter and the corporate matter are not creating contradictions. That is GC work. When a CEO is doing it, the CEO is the de facto unpaid GC, and the work is rarely being done well. A fractional GC owns the coordination, selects the specialists, manages the work product, and delivers integrated counsel back to the business.

4
The economics of prevention

Per-matter outside counsel billing creates the wrong incentive. Every conversation costs money, which means most calls happen when something is already broken. Preventive work — the contract template update that would have headed off the dispute, the operating agreement amendment that would have made the deadlock irrelevant, the trademark filing that would have avoided the rebrand — does not get done because it does not feel urgent enough to justify the call. A retainer-based engagement removes that friction. The conversations that prevent the problems are the same conversations that, under per-matter billing, never happen. The economics of prevention are why the fractional model usually delivers more value than its cost while the alternative usually does not.

The three models, side by side

For a CEO comparing options, the choice is usually between three structures: outside counsel engaged on specific matters, a fractional GC engagement, or a full-time employed GC. Each has the right fit at a different stage of business maturity. The differences are operational and economic, not aspirational.

Three structures

Outside counsel · Fractional GC · In-house GC

Outside Counsel
Per-matter engagement
Fractional GC
Monthly retainer
In-house GC
Full-time employee
Engagement Posture
External resource called when needed
Embedded — sits inside the business at agreed cadence
Internal — present in every leadership conversation
Context Retention
Limited to the matter; rebuilds for each new engagement
Comprehensive and accumulating across the company
Comprehensive and continuous
Annual Cost (Texas)
Variable: $20K–$200K+ depending on volume
$60K–$180K retainer, plus specialist matters
$400K+ all-in (salary, benefits, equity, overhead)
Best Fit Stage
Pre-revenue through ~$5M; or any size for specialist work
~$5M–$75M revenue with recurring legal complexity
$75M+ with continuous strategic legal needs
Value Pattern
Reactive — addresses what is in front of them
Mixed — handles active matters and prevents new ones
Continuous — also a senior leadership team member

The honest fit test

The fractional GC model is the right structure for a defined band of businesses. It is not universal. Businesses that are too early or too small typically do not need it; businesses that have grown past it typically need a full-time GC. Below is the honest test, structured so a founder can answer it without a sales call.

Strong fit if

Three or more of these are true

  • Annual revenue is approximately $5M to $75M, with growth trajectory
  • Legal questions arrive across at least three areas (contracts, employment, IP, real estate, regulatory, financing)
  • The CEO or founder is currently doing legal coordination work that does not belong to them
  • An anticipated transaction or transition is approaching: capital raise, key hire, acquisition, expansion
  • A meaningful legal event has occurred and the leadership team has recognized the existing approach is not sustainable
  • The business is preparing for institutional capital or a future sale and needs the legal infrastructure to support diligence
Not yet, or not anymore

Stay with what you have if

  • Revenue is below $3M and legal questions arise only sporadically — outside counsel on specific matters is sufficient
  • A single matter is currently on fire — that calls for outside counsel on the matter, not a long-term engagement
  • The business is consistently above $100M revenue and operating in a regulated industry — full-time GC is the right structure
  • The leadership team is not prepared to give a fractional GC the access required for the model to work — without leadership engagement, the engagement collapses to expensive contract review
  • The legal need is purely transactional and finite — for example, a single capital raise or acquisition with no ongoing complexity afterward

What does not change

One thing the fractional model does not change: the need for specialist outside counsel for matters that require deep technical expertise. Patent prosecution, complex litigation, certain regulatory matters, specialized tax work — these need specialists, not a generalist GC, regardless of whether that GC is fractional or employed full-time.

What the fractional GC changes is who selects those specialists, who coordinates their work, who reviews their product, and who integrates their output back into the business's overall legal posture. My practice runs through Scale LLP, which means specialist work in employment, litigation, intellectual property, real estate, and corporate transactions is handled by attorneys at the firm I am a partner of — but the structural point applies in any fractional GC engagement, regardless of which firm provides the specialist work. The GC is the connective tissue. The specialists are the depth.

The fractional GC is not a replacement for specialist outside counsel. It is the role that makes specialist outside counsel useful.

The transition out

A fractional GC engagement is not designed to last forever. It is designed to fit the period when a business genuinely needs senior legal counsel but does not yet need a senior leader in that role full-time. That period typically runs three to seven years, sometimes longer for businesses that grow steadily without becoming complex enough to require continuous GC presence.

The transition to a full-time GC, when it becomes appropriate, is one of the more valuable services a fractional GC provides — because the fractional GC has accumulated the institutional context that makes the full-time hire successful. The fractional GC who has been embedded for four years can write the job description with precision, identify the right candidate profile, manage the search, structure the onboarding, and hand off the function with the institutional knowledge intact. Without that handoff structure, a new full-time GC starts from zero, and the first six to twelve months are spent rebuilding context that already existed in the prior engagement.

The transition is, in other words, part of the engagement design. The fractional GC who is not prepared to be replaced by a full-time successor when the business grows past the model is operating in a structure that does not serve the business.

Engagement

If this is the moment, the conversation is fifteen minutes.

I take on a small number of fractional GC engagements at any given time, structured to deliver the role described above. The first conversation is not a pitch. It is a working session: where you are, what your current legal posture looks like, what is anticipated in the next six to twelve months, and whether the model fits your situation.

If it does, the engagement begins with a thirty-day onboarding — operating documents, contract templates, key relationships, current matters — that produces a written assessment of your existing legal infrastructure and the priorities for the next quarter. If it does not, the conversation typically still produces a useful direction: the right specialist to engage, the right scope of outside counsel for your stage, or the indication that you are ready for a full-time GC and what that search should look like.

Either outcome is a useful answer. The unhelpful outcome — engaging the wrong structure for your stage — is the one the conversation exists to avoid.

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Going deeper

Questions I hear from CEOs and founders evaluating the fractional GC model.

A fractional general counsel is an experienced senior attorney who serves as a company's lead lawyer on a part-time basis under a retainer relationship — typically the same role a full-time GC plays at a larger company, scaled to the actual legal needs of a smaller one. The fractional GC sits inside the business in the same posture an employed GC would: attending leadership meetings as needed, owning the legal infrastructure end-to-end, coordinating with specialist outside counsel for matters that require deep expertise, and being the first call when something happens. The structure is different from outside counsel because the relationship is ongoing rather than transactional, which means the GC accumulates context that becomes a compounding asset, and the engagement is scoped to a recurring monthly commitment rather than per-matter billing.

Four structural differences. Outside counsel is engaged for matters; a fractional GC owns the legal function. Outside counsel learns enough to handle the matter in front of them; a fractional GC builds and retains comprehensive context across all of a company's legal exposure. Outside counsel answers the question that was asked; a fractional GC asks the questions the business owner did not know to ask. Outside counsel time is per-matter, which creates an incentive to call only when something is already broken; a fractional GC retainer reframes the economics around prevention. None of this makes outside counsel less valuable — specialist outside counsel is essential for matters requiring deep technical expertise. The fractional GC is the connective tissue between the business and that specialist work.

The work product is comparable. The economics are not. A full-time GC at a Texas business with the seniority to actually function as a GC commands $250K–$450K+ in base salary, plus equity, benefits, payroll taxes, and overhead — typically north of $400K all-in annually. A fractional GC engagement at the same seniority level runs $5K–$15K monthly depending on scope, with no benefits load, no equity dilution, and the ability to scale up or down. The trade-off is dedicated time. A full-time GC is available all day, every day, and is part of every leadership conversation by default. A fractional GC is available within the scope of the engagement and present at the meetings that warrant their presence. The fractional model fits the period between needing a real GC and being able to fully amortize one — typically three to seven years.

Three patterns recur. First: legal questions arrive faster than the founder or CEO can field them efficiently — multiple issues across multiple areas in the same week. Second: the business is approaching a transaction or transition that will create concentrated legal work — capital raise, key hire, acquisition, meaningful contract — and needs informed legal management before it begins, not reactive cleanup after. Third: the business has experienced a meaningful legal event and the leadership team has recognized the existing approach to legal counsel is not sustainable as the business scales. Any of these is a useful moment to evaluate the fractional model. The wrong moment is when a single matter is on fire; that calls for outside counsel on the matter, not a fractional engagement.

Senior fractional GC engagements in Texas (15+ years of experience, prior in-house GC background, complex transactional and governance experience) typically run $5,000–$15,000 per month. The variance reflects scope: a more contained engagement focused on governance, contracts, and routine matters sits at the lower end; an engagement managing a transaction, building or rebuilding the legal function, or providing dedicated attention to a specific operational concern sits at the higher end. The retainer typically covers a defined scope of recurring work, with specialist work — patent prosecution, litigation, complex regulatory matters — handled separately under the fractional GC's coordination. Compared to the all-in cost of an employed GC, the fractional model is generally 10–30% of the equivalent full-time spend.

The fit is less about company size than complexity and trajectory. The pattern recurs in Texas businesses with annual revenue from approximately $5M to $75M, headcounts from twenty to several hundred, and recurring legal touchpoints across at least three of: meaningful customer or vendor contracts, employment matters, IP, real estate, financing, regulatory exposure, governance complexity, or transactional activity. Below that floor, outside counsel engaged on specific matters typically suffices. Above the ceiling — generally above $75M, certainly above $100M — a full-time GC begins to make economic sense. Industry matters: a SaaS company at $50M with international exposure may need full-time GC capacity earlier than a manufacturer at $80M with a stable customer base.

The recurring elements: a defined monthly retainer covering specified recurring legal work; a clear definition of what is in scope and out of scope, with specialist matters identified as exclusions; regular cadence of communication including weekly check-ins and as-needed availability; access for leadership conversations, board meetings where appropriate, and operational reviews; coordination of all outside counsel relationships; ownership of the legal infrastructure with periodic review and updates; and a quarterly business review of the legal landscape. The retainer is fixed monthly, billed in advance, with periodic scope reviews to recalibrate as the business changes. This is intentionally different from per-matter hourly billing — the structure exists to remove the friction of each conversation costing money.

The transition typically becomes appropriate when one of three conditions is met. First, when the volume of legal work consistently exceeds the scope a fractional engagement can absorb. Second, when the business's strategic posture requires a GC who is in every leadership conversation, not in scheduled ones — companies preparing for an IPO, navigating complex regulatory environments, or operating in industries where legal considerations are continuous. Third, when the leadership team identifies a need for a senior leader who is also a peer. A full-time GC is, among other things, a member of the senior leadership team in a way a fractional GC by design is not. The fractional model is the right structure for the period when the business genuinely needs senior legal counsel but does not yet need a senior leader in that role full-time. When that changes, the transition is typically clear, and a fractional GC who has been doing the work for several years is well-positioned to lead the search for their full-time successor.

Fractional General Counsel — engagement details Explore The Board Meeting Nobody Prepared For Read Starting a Business in Texas: The Legal Checklist Read Raising Capital in Texas: SAFEs, Notes, and What Investors Want Read

Fifteen minutes will tell you
whether the model fits your stage.

The first conversation is not a pitch. It is the working session that produces a useful direction — fractional engagement, specialist outside counsel, or readiness for a full-time GC — whichever is right for where you actually are.

Schedule a Call (682) 529-7177

This article describes the operational model of a fractional general counsel engagement based on the author's experience and is not legal advice for any specific situation. The structure, scope, and cost of any engagement varies based on the business, its stage, and its specific legal needs. Chuck Kraus is licensed in Texas, Minnesota, Washington State, and Canada, and is a partner at Scale LLP.