What a General Counsel Does

Most Pakistani companies of any size have an auditor, a tax adviser, and a bank. Far fewer have anyone who owns the legal position of the business — the contracts it has signed, the duties its directors carry, the regulators it answers to, and the disputes forming quietly in its inbox. The general counsel is the person who owns that position. This page sets out what the role actually consists of, as of mid-2026, so that a CEO or board can decide whether the company needs one and what to expect from the person who takes it on.

The role in one sentence

A general counsel is the senior lawyer inside the business who is accountable for the company's legal risk the way a CFO is accountable for its financial position. Not the person who does all the legal work — no GC drafts every contract or argues every case — but the person who decides what legal work needs doing, does the part that requires judgment and context, and manages specialists for the rest.

The comparison with the CFO is worth holding onto. Nobody expects the CFO to personally post every journal entry; everybody expects the CFO to know the cash position and to answer for it. The GC's equivalent of the cash position is the company's exposure: what it has promised, what it has breached, what it has failed to file, and what is coming.

The work, concretely

Strip away the title and the job is six recurring streams of work.

Contracts. The GC controls what the company signs: standard terms for the sell side, a review discipline for the buy side, and personal attention to anything unusual — exclusivity, indemnities, non-competes, foreign governing law. Under the Contract Act, 1872, Pakistani courts take positions on penalty clauses and restraints of trade that differ from the foreign templates most businesses copy, and a working GC catches those differences before signature rather than in a dispute.

The corporate record. Board minutes, resolutions, statutory registers, SECP filings, and the shareholding history. This is unglamorous work with sharp consequences: the Companies Act, 2017 attaches penalties to filing defaults — often naming officers personally — and every future investor or acquirer reads the record before they read anything else. A GC keeps the record clean continuously, which is cheap; reconstructing it during due diligence is not.

Directors and the board. Sections 204 and 205 of the Companies Act, 2017 set out the duties directors owe the company and the consequences that attach to them. The GC is the person who briefs incoming directors on those duties, flags conflicts before they mature into related-party breaches under section 208 of the Act, and makes sure that what the board decides is actually recorded as decided. Where the company is listed, the Listed Companies (Code of Corporate Governance) Regulations, 2019 add a further layer — board composition, committees, disclosure — that someone must actively administer.

Regulators. Every Pakistani business answers to the SECP at minimum, and most answer to more: the Federal Board of Revenue, the State Bank of Pakistan for anything touching foreign exchange under the Foreign Exchange Regulation Act, 1947, the Competition Commission of Pakistan under the Competition Act, 2010, and sector regulators beyond that. The GC maintains the map of which regimes apply, keeps the licences current, and — critically — manages the correspondence when a regulator writes, because the first response usually determines how the matter runs.

Disputes. Deciding which disputes to fight, which to settle, and which to prevent by fixing the contract or the practice that keeps producing them. The GC instructs and manages external advocates, since court appearance in Pakistan is the province of enrolled advocates under the Legal Practitioners and Bar Councils Act, 1973, but the strategy and the settlement authority sit inside the company.

Counsel to the decision-makers. The stream that justifies the title. When the CEO is weighing an acquisition, a termination, a regulator's letter, or a co-founder problem, the GC is the adviser who already knows the company — its documents, its history, its appetite — and can say not just what the law permits but what this company should do.

What the role is not

Three confusions recur in Pakistani companies and each one costs money.

The GC is not the company secretary. The secretary is a statutory office under the Companies Act, 2017, with prescribed responsibilities for filings and records; the GC role is created by management, not by statute. The functions overlap and one person can hold both in a smaller company, but a company that appoints a secretary and assumes the legal function is thereby covered has covered perhaps a fifth of it.

The GC is not a litigator on retainer. A company that hires a court advocate into the role gets excellent representation in its disputes and very little of the contract, governance, and regulatory work that would have prevented them.

And the GC is not a signature machine. A legal function whose only output is stamped approvals adds process without judgment. The measure of a working GC is not documents reviewed but decisions improved: risks priced before they were accepted, and problems found while they were still cheap.

When a company needs one

The signals are activity-based, not size-based. A trading business with forty employees and three big customer contracts may need less legal ownership than a fifteen-person fintech with a licence application before the SECP. The reliable indicators, in our experience: a contract flow that management has stopped reading; an investor or lender on the register whose consent rights nobody tracks; a first regulator relationship that needs active management; a dispute docket that renews itself; or a planned raise, sale, or listing within two years — because the buyer's diligence team will find whatever a GC would have found, on worse terms.

Companies that see these signals but cannot justify a full-time senior hire increasingly use a fractional arrangement — an external senior lawyer serving as GC on a defined cadence. That model, and how to structure it, is the subject of the next page in this series.

What good looks like

A board evaluating its legal function — in-house, fractional, or absent — can test it with four questions. Can anyone produce, within a day, a complete list of the company's material contracts, licences, disputes, and filing status? Has every director been briefed, in writing, on their duties under the Companies Act, 2017? When a regulator last wrote, did the reply go out reviewed, on time, and did the board hear about it? And is legal spend a number someone owns, with a view on what it buys?

Where the answer to any of these is no, the company does not have a legal function; it has legal luck. The role described on this page — whoever holds it and however many hours a week they hold it for — exists to replace the luck with a position the board can actually see.