A fractional general counsel is an experienced lawyer who serves as a company's outside general counsel for a defined slice of time — a set number of days or a standing scope of work — while other clients take the rest of the week.
It is the outsourced, part-time version of the in-house GC role: several client companies, one senior lawyer, and a services engagement rather than a job.
This page explains how the model works.
What fractional GCs do
A fractional general counsel does the general counsel's job on a part-time footing: carrying a company's legal judgment — contracts, governance, compliance, risk triage — without being its employee, and splitting the week across several client companies.
The work covers the ground an in-house legal function owns: reviewing and negotiating the agreements the business signs, supporting governance and board questions, building compliance policies, and routing the matters that need a specialist out to litigation or regulatory firms.
The difference is posture, not substance.
The lawyer is engaged by the company itself, the way an employed GC is, but the relationship is a services engagement rather than employment.
That also separates the model from freelance attorney work, where the client is a law firm that delegates legal work rather than the business itself.
A fractional GC's client is the company, and the mandate is standing and generalist rather than assignment-based.
What the employed version of the role looks like day to day is its own subject: see our guide to in-house counsel.
Who hires fractional GCs?
The model fits a company that needs standing legal judgment but has not built — or does not need — a full-time legal department.
Our research verified no data on which companies hire fractional GCs, so the situations below are illustrative, not a market profile: a business signing its first significant customer contracts, a company heading into a financing or an acquisition without an in-house lawyer, a family-owned firm adding professional governance, or a company with a small legal team that needs senior cover in one specialty.
Adjacent arrangements blur into the model at the edges: covering a GC's leave, or holding the seat while a company recruits a permanent hire, buys the same standing judgment under a different label.
Names vary too — fractional GC, outsourced general counsel, part-time general counsel and fractional in-house counsel are used for overlapping arrangements, and providers draw the lines differently.
For the company, the trade is legal leadership that scales with need instead of a salary line.
For the lawyer, every engagement is a client relationship to win and keep — which makes business development part of the job rather than an occasional chore.
Engagement and pricing models
Start with what our research can and cannot tell you: it found no study establishing what fractional GC arrangements pay, so this page names the structures without quoting rates.
The fee is negotiated company by company.
The structures an engagement can be built on are variations of three ideas.
A standing arrangement buys a defined slice of the lawyer's time or a defined scope of standing advice each month.
A fixed fee prices a defined project — a contract-templates rebuild, a financing, a compliance program.
Hourly coverage fits uneven or unpredictable demand.
Hybrids combine them: a base commitment for standing advice plus project pricing for defined pieces of work.
Whatever the mix, the terms belong in a written engagement letter: who the client is, the scope, the schedule, how fees are calculated, how either side ends the arrangement, and what happens to open matters and files.
Client money has its own rules.
Under Ohio Rule 1.15(a) — a state's adopted version of ABA Model Rule 1.15, and states' versions differ — client funds must be kept separate from the lawyer's own money in an account designated as a client trust account, an IOLTA account or similar fiduciary title.
Ohio also requires a monthly reconciliation of the client ledgers, the general trust ledger and the bank records (Rule 1.15(a)(5)), and trust-account records kept for seven years after the representation ends or the funds are disbursed — a retention period that differs by state.
Building a fractional practice
The foundation is a law license — and a license is state-specific.
The ABA's Model Rule 5.5 is the template states build on.
Its subsection (a) bars a lawyer from practicing law in a jurisdiction in violation of that jurisdiction's regulation of the profession, or assisting another in doing so.
Subsection (b) stops a lawyer not admitted in a jurisdiction from establishing an office or other systematic and continuous presence there, or holding out or representing that they are admitted — except as the jurisdiction's rules or other law authorize.
Subsection (c) allows a lawyer admitted in another U.S. jurisdiction, and not suspended or disbarred, to provide legal services on a temporary basis in four defined situations — the rule's examples include practicing in association with a locally admitted lawyer who actively participates.
And subsection (d) lets a lawyer admitted elsewhere practice from a local office when the services are for the lawyer's employer or its affiliates — the in-house situation — or are authorized by federal or other law.
The employer carve-out is written for the employed in-house lawyer, and a fractional practice is built to serve several companies at once — a different shape from the single-employer setup the subsection describes.
Whether a multi-company arrangement fits the exceptions where you and your clients operate is a question to put to the state bar's ethics counsel before you sign an engagement, not after.
Location adds another layer.
ABA Formal Opinion 495 (Dec.
16, 2020) reads the model rules to allow a lawyer to practice the law of their licensing jurisdiction while physically located in a state where they are not admitted — provided that state has not treated the practice as unauthorized, and the lawyer does not hold out as locally licensed, advertise a local office, or offer local legal services.
The opinion adds that putting local contact information on a website, letterhead or business card would improperly establish a local office.
For a virtual fractional practice with clients in several states, that guidance plus each state's own version of Rule 5.5 define the footprint.
Side services matter too, if you offer law-related services alongside the legal work.
Under Ohio Rule 5.7 — the state version of ABA Model Rule 5.7 — a lawyer is subject to the conduct rules when providing law-related services that are not distinct from legal services, or when providing them through an entity the lawyer controls unless customers are told the services are not legal services.
Other states' versions may differ.
Two more pieces come from the move itself.
For a lawyer leaving a firm, the ABA's Model Rule 5.6(a) bars partnership, employment or similar agreements that restrict the lawyer's right to practice after leaving — agreements about retirement benefits excepted.
That is the model version; states adopt their own, so check your state's rule.
And malpractice coverage is a state-by-state question: the mandate our research verified is Oregon's, where every bar licensee in private practice with a principal office in Oregon must carry coverage through the Professional Liability Fund — in 2026, $300,000 aggregate of all claims plus a $75,000 claims-expense allowance, for a $3,500 assessment.
Since Jan.
1, 2025, Oregon Rule of Licensure 5.3 has also required lawyers practicing in Oregon from a principal office elsewhere to carry coverage substantially equivalent to PLF primary coverage — whether it reaches a fractional GC serving Oregon clients from an out-of-state office is worth confirming with the PLF.
Other states' insurance rules were not part of our research; confirm yours with your state bar rather than assuming the Oregon model travels.
Who does well in the model is a craft question more than a credential one.
The fractional GC is each client's standing senior lawyer, so the work rewards broad senior judgment — contracts, governance, compliance, and the discipline to route specialist matters out — plus the machinery of a services business: pricing, pipeline, engagement letters and declining work outside your lane.
Where you can, assemble the pieces while you still have a salary: a first engagement, a defined service package and an engagement-letter template are easier to build from inside a job than after the leap.
- Map your admission: the states where you are admitted, and what your state's version of Rule 5.5 lets you do for clients elsewhere.
- Set up trust accounting before money moves — IOLTA programs operate in all 50 states, D.C., Puerto Rico and the U.S. Virgin Islands, pooling client funds too small or short-term to earn the client net interest.
- Draft the engagement-letter template: client identity, scope, schedule, fee mechanics, conflicts, termination, file handoff.
- Confirm malpractice coverage against your state's rules — Oregon's PLF mandate is the example our research verified; your state's requirement is its own.
- If you will also offer law-related services through a business you control, check them against your state's version of Rule 5.7.
State rules govern — confirm before you structure
Where to find in-house counsel jobs
Win fractional work the way senior legal work gets won: through the in-house and industry network you already have, and through referral sources who have seen your work up close.
The profession's own channels help too.
The Association of Corporate Counsel runs ACC Jobline, a job board for in-house counsel roles; our research could not open the board directly, so check ACC's site for current listings.
Employed openings are posted on the legal job boards: browse in-house counsel jobs for current roles and how companies describe them.
Career information, not legal advice — confirm the current rules with the state bar where you are admitted before acting on anything above.