Service
Fractional General Counsel
A senior lawyer who runs your legal function on a fixed monthly cadence — contracts, compliance, board process, and the daily questions — without the cost of a full-time hire. Built for startups and SMEs that have outgrown ad-hoc lawyering but cannot yet justify an in-house team.
Somewhere between the tenth employee and the first institutional term sheet, a company starts generating legal work every week: a customer pushing back on liability caps, an employment question HR cannot answer, a filing due at SECP, a supplier contract nobody has read. The traditional answers are both wrong. Ad-hoc instructions to outside counsel are slow and lose the company's context between matters. A full-time general counsel solves that, at a salary the stage cannot carry.
The fractional model is the middle answer, and it is not new — finance teams have run on fractional CFOs for years. A senior lawyer takes the general counsel role for a fixed number of days each month. The days are real: standing sessions with management, contracts reviewed inside an agreed turnaround, the filing calendar owned, the risk register kept. Because the lawyer sits inside the business rather than at the end of an instruction letter, problems surface as questions rather than disputes.
The role replaces three things companies otherwise buy badly. It replaces the scatter of one-off engagements with a single lawyer who holds the whole picture. It replaces the founder-as-paralegal — the CEO reading contracts at midnight — with someone qualified to read them. And it replaces the premature in-house hire, because the company gets the function without the fixed cost, and converts to a full-time GC when the volume genuinely justifies one. Several of our engagements are designed to end exactly that way.
The boundary matters as much as the role. A fractional GC is not a discount specialist. When a matter needs deep tax, disputes, or intellectual property work, it is escalated — scoped, budgeted, and supervised by the fractional GC so the company buys specialist time only where specialist time is needed. That escalation discipline, more than any single piece of advice, is where the model earns its fee.
Everything on this page reflects the position as of July 2026. The statutes a general counsel works under — the Companies Act, 2017 foremost — change by amendment and regulation, and we confirm current requirements at the start of every engagement.
What You Get
The deliverables, stated up front.
- A named senior lawyer who acts as your general counsel for an agreed number of days each month, under one engagement letter.
- A standing weekly or fortnightly working session with the founders or management team, plus attendance at board meetings where the scope includes it.
- Review and negotiation of the contracts that cross your desk — customer, vendor, employment, NDA — inside an agreed turnaround time.
- A legal risk register for the business, built in the first month and reviewed each quarter.
- Ownership of the SECP and tax filing calendar: deadlines tracked, filings supervised, nothing dependent on a founder's memory.
- A template bank — the ten to fifteen documents your team uses repeatedly, standardised, and kept current as the law changes.
- First-line answers to day-to-day questions from finance, HR, and operations, so decisions stop waiting on outside counsel.
- Managed escalation to specialists — tax, disputes, intellectual property, immigration — with your fractional GC scoping the mandate, briefing the specialist, and controlling the cost.
How It Works
The process, stage by stage.
1
Diagnostic
We start with a short audit: the corporate record at SECP, the material contracts, the employment paperwork, pending or threatened disputes, and the licences the business actually needs. The output is a written baseline — what is fine, what is exposed, and what the first ninety days should fix.
2
Scope and cadence
We agree the shape of the role in the engagement letter: days per month, the meeting rhythm, response times for routine and urgent questions, and the boundary where a matter becomes a separately scoped mandate. Fees are set by engagement letter [FEE STRUCTURE — TO BE CONFIRMED BY THE FIRM].
3
Embed
The lawyer joins your working channels, meets the people who generate legal questions — finance, HR, sales — and takes over the legal inbox. Templates are collected and standardised. From this point, "send it to legal" means something.
4
Run
The monthly rhythm: contracts reviewed as they arrive, questions answered inside the agreed turnaround, filings made on the calendar, minutes and resolutions kept current, and the risk register updated. You see what was done in a short monthly note, not a surprise timesheet.
5
Escalate and review
When a matter needs a specialist — a tax structuring question, a dispute, a trademark opposition — the fractional GC frames it, instructs the right lawyer, and translates the advice back into a decision. Scope and cadence are reviewed every quarter and adjusted as the company grows.
The Legal Framework
The law this work runs on.
- Companies Act, 2017
- The statute behind most of what a general counsel supervises in a Pakistani company: directors' duties, board and shareholder process, statutory registers, and filings with SECP. As of July 2026 it remains the operative company law; section-level positions are confirmed against the current text at engagement.
- Contract Act, 1872
- The foundation for every commercial contract the role reviews — formation, consideration, breach, and remedies. Old, stable, and still the first reference point for enforceability questions as of July 2026.
- Income Tax Ordinance, 2001 and provincial sales tax laws
- The fractional GC keeps the compliance calendar and flags exposure, but substantive tax structuring is escalated to tax specialists. Withholding and services-tax questions arise weekly in operating businesses [CURRENT RATES AND THRESHOLDS — TO BE VERIFIED BY REVIEWING LAWYER].
- Trade Marks Ordinance, 2001
- Brand protection is a standing item on the risk register for consumer-facing and technology businesses; filings and oppositions are escalated to the trademark practice.
Statutory references are stated as of the page’s as-of date and flagged where verification is pending; the law moves, and the current position should be confirmed before relying on it.
Common Mistakes
The errors we see most — and their price.
- Hiring a full-time general counsel at twenty employees — the role is real, but the volume is not, and the salary buys a lawyer who spends half the week under-used.
- Using a different lawyer for every matter, so nobody holds the company's history and every new engagement starts from zero.
- Founders signing contracts unread because review is slow or billed by the hour — the expensive clauses are found at dispute, not at signature.
- Leaving SECP filings ownerless, so additional fees accrue quietly and the corporate record drifts until a diligence exercise finds it.
- Treating the fractional GC as a litigator — the role manages disputes and instructs counsel; it does not replace a courtroom advocate.
- Waiting for the crisis — the regulator's notice, the co-founder falling out, the customer refusing to pay — before building any legal function at all.
Questions, Answered
What clients ask about fractional general counsel.
Most early-stage companies run well on two to four days a month; SMEs with active contracting or regulated operations need more. The diagnostic tells us the real volume, and the cadence adjusts at each quarterly review.
Continuity and posture. A firm on call reacts to instructions; a fractional GC sits inside the business, sees matters before they become instructions, and carries the company's context from one matter to the next. The output is fewer emergencies, not faster emergencies.
The engagement letter sets them: a standard turnaround for routine contract review and questions, and a shorter one for urgent matters, with urgent defined in writing so neither side negotiates priority mid-deal.
It is escalated as a separately scoped mandate — to the firm's own specialists or, where needed, to external counsel. The fractional GC frames the question, supervises the work, and controls the budget, which is the part in-house lawyers add even in large companies.
Yes, where the scope includes it. Many clients want the lawyer present for quarterly boards and for any meeting approving fundraising, borrowing, or senior hires. Minutes and resolutions from those meetings are part of the role's output.
The engagement letter deals with both. We run conflict checks before taking the role and before each new matter, and we do not act as fractional GC for direct competitors at the same time. Confidentiality is owed to you in the ordinary way; the fractional structure does not dilute it.
Fees are a fixed monthly amount set by engagement letter, based on the agreed days and scope [FEE STRUCTURE — TO BE CONFIRMED BY THE FIRM]. Engagements run on a notice period rather than a long lock-in, and the scope is reviewed quarterly so the fee tracks the actual role.
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Prepared by The First Counsel · As of 2026-07-12 · Pending professional review — statements flagged in the text are being verified
This publication is provided for general information only. It is not legal advice, and neither reading it nor corresponding with the firm about it creates a lawyer–client relationship. The position stated must be verified against current law before it is relied upon.