Fractional or full-time General Counsel: who it suits and when to switch

Founders searching for a fractional General Counsel are usually trying to avoid two bad options: an expensive full-time hire they don't yet need, or a law firm relationship that only turns up when there's a bill attached. Here's what the model actually is.

Deciding · Part of Outsourced General Counsel

What "fractional General Counsel" actually means

The title is borrowed from fractional CFO and fractional CMO roles, and the logic is the same: a business needs senior judgment on a recurring basis, but not five days a week of it. A fractional General Counsel sits inside the business — on the leadership calls, in the commercial negotiations, reading the board pack — but at a fraction of the cost and time commitment of a permanent hire.

That's different from instructing a law firm as and when something comes up. A law firm relationship is transactional by design: you call when there's a contract to review or a dispute brewing, and the meter starts. A fractional General Counsel is retained continuously, which means they already know the business, the commercial history, the personalities in the room and the deals in flight before a question is asked. The value isn't just legal knowledge — it's context that doesn't need re-explaining every time.

At Dinmore Bell this is structured as an outsourced General Counsel function, described in full on the fractional General Counsel service page: a fixed monthly fee, a defined scope, and a single point of accountability for contracts, governance, supplier and customer terms, employment structuring, corporate housekeeping and the commercial risk that sits underneath all of it. Where something crosses into reserved legal activity or a regulated filing, Dinmore Bell instructs the specialist and holds the budget and the outcome, rather than stepping back and leaving the founder to manage that relationship alone.

Who it suits

The model fits founder-led businesses that have outgrown ad hoc legal help but aren't yet at the size, headcount or risk profile that justifies a permanent in-house lawyer on payroll. In practice that tends to be businesses with:

• Regular commercial contracting — customer terms, supplier agreements, partnership deals — where every one of them going to an external firm at an hourly rate becomes both expensive and slow.
• A board or investors who expect proper governance: minutes, resolutions, cap table discipline, statutory filings kept current.
• Employment growth, where offer letters, contracts and policies need to keep pace without a lawyer on staff.
• A founder who is currently the de facto legal function — reading contracts themselves, guessing at risk — and wants that decision taken off their desk permanently, not just for the next deal.

It also suits businesses expanding across borders, where a UK entity is dealing with UAE counterparties or vice versa, and where the commercial and structural questions (which entity contracts with whom, how IP sits, how a UAE subsidiary is governed) need someone who holds the whole picture rather than two disconnected advisers either side of the border.

Who it doesn't suit

A fractional General Counsel is not the right answer for a business that is pre-revenue with no contracts, no employees and no board to govern — there simply isn't enough recurring work to justify a retainer, and a one-off instruction to a solicitor for incorporation documents will do the job. It's also not a substitute for in-house legal teams once a business reaches the scale where it needs multiple specialists working full-time across different areas — at that point the economics flip, and a permanent hire (or several) makes more sense than a retained function.

And it isn't a route to litigation or courtroom representation. Rights of audience and the conduct of litigation are reserved legal activities under the Legal Services Act 2007, and only individuals and firms authorised for those activities can exercise them. A fractional General Counsel who tells a founder they can represent the company in a dispute is either wrong or unregulated in a way that should worry you.

How the engagement actually works

A retained arrangement typically starts with a scoping conversation — what's the current contracting volume, what governance already exists, what's been outsourced ad hoc, what's fallen through the cracks. From there the scope is fixed: which categories of work are covered by the monthly fee, what the response time looks like, and what triggers an escalation to a named specialist rather than being handled inside the retainer.

Ongoing, that usually means a standing cadence — a monthly or fortnightly call, contract review turned around within an agreed window, and direct access rather than going through an intake form. The founder gets one person (or one function) who knows the business, rather than restarting the relationship every time there's a new matter.

Where a specialist is needed

Some work simply cannot sit inside a fractional General Counsel arrangement, because it's reserved by law to authorised persons. Reserved legal activities are defined in Schedule 2 to the Legal Services Act 2007 and include the conduct of litigation, rights of audience, and certain probate and notarial activities. The Solicitors Regulation Authority regulates solicitors and firms authorised to carry out those activities in England and Wales.

Equally, tax computations and filing positions need a specialist accountant or tax adviser, not a general commercial lawyer — and statutory company filings, such as the confirmation statement, have their own deadlines and mechanics through Companies House. A fractional General Counsel's job in these situations is not to pretend the capability exists in-house. It's to identify the need early, instruct the right specialist, brief them properly, and hold the outcome — so the founder deals with one accountable relationship rather than managing three disconnected advisers themselves.

Cost, set against the alternatives

The structural difference that matters most is fixed versus variable. A permanent General Counsel hire comes with a salary, National Insurance, pension contributions, equity expectations and the fixed cost of a senior seat whether or not there's a quiet month. Instructing a law firm on an hourly basis produces the opposite problem — a bill that moves with the amount of work, and often arrives after the work is already done, which makes it hard to budget against.

A fixed monthly retainer sits between those two: the cost is known in advance, it scales with a defined scope rather than the clock, and it converts what would otherwise be a large one-off hiring decision into a monthly line item a founder can plan around. The fractional General Counsel page sets out what that retainer covers and where it starts.