What is a fractional general counsel in Canada?

A fractional general counsel is a lawyer who works with your business every month on a part-time basis, usually for a fixed fee. You get the same lawyer each time, and that lawyer learns how your business runs.

The fractional general counsel will give you ongoing legal help without the cost of putting a full-time lawyer on staff.

If you’re wondering how this works in practice, here’s a real-world (anonymized) example.

One of our clients is a popular content creator and influencer. When we met, brand deals were landing in their inbox every week, and they had started building their own products to sell to their audience.

It looked great on Instagram. The creator felt like they were stuck in a rat race, and most of their energy went to keeping everything organized and held together. They didn’t know how to grow the business, because they never had a free hour to think about it.

So we started with a monthly call. And on one of those calls, they told me they were getting burned on brand deals.

Some brands paid late or didn’t pay at all, and the contracts those brands sent favoured the brand on almost every term. The creator also had no idea whether those contracts protected their own content.

Now we review every brand contract before they sign it. We redline it (that means we mark up the changes we want), and then we negotiate with the brand so the creator doesn’t have to.

The monthly call covers the bigger picture too. We talk through their plans, like hiring new employees, we assess the risks in what’s coming, and we build a custom roadmap for the next stretch of the business.

I think about what this would have cost them to fix later. A brand deal that goes south can run into hundreds of thousands of dollars, and it tends to bring content takedowns and stressful negotiations with it.

Reading the contract before the signature costs a lot less.

That creator’s path is a common one.

I’m a Canadian corporate lawyer, and I support founders and executives at every stage of growth. Before law, I ran a restaurant with a team of 25 to 50 people for nearly 10 years, so I’ve sat in the owner’s seat.

Businesses usually move from needing us for one-off projects (like contract drafting and start-up advice) into more of an ongoing advisory relationship. Depending on its revenue, a business at this stage may not be ready for a full-time in-house lawyer. It is ready to hire a lawyer for a fraction of the time and cost.

Fractional general counsel means having a lawyer on call, but not on your payroll.

“General counsel” is the name for the lawyer on a company’s staff who handles its day-to-day legal work. Big companies hire one full time.

“Fractional” means you get a fraction of that lawyer’s time. The lawyer works with several businesses at once, and each business pays for the share it uses.

You’ll also see “part-time general counsel,” “outsourced general counsel” and “fractional GC.” They all mean the same thing.

Most of the work is the everyday legal work of running a business. A month can include:

Reviewing a contract before you sign it (or sending quick redlines)
Writing or updating agreements (for example: new hires, contractors, clients, suppliers)
Answering questions by email as they come up
Keeping your legal “basics” current (policies, website terms, client agreement)
A regular call to talk through what’s coming in the next few months

That regular call does more than it sounds like it would. It’s where your lawyer hears about the new hire, the second location or the big client before any paperwork exists, and that is when legal help costs the least.

Hiring a fractional general counsel is different from engaging a regular law firm.

With a regular law firm, you call when you have a problem, the firm opens a file, and you pay for that one job. The lawyer may know very little about your business before you call.

One of our not-for-profit clients lived that version for years. They used a traditional law firm, and the firm opened a new file every time something came up.

No single lawyer knew the organization. A different person picked up each file, and the communication was hit and miss.

So every time the board had a legal question, they had no idea how long the answer would take or what it would cost.

Eventually the board had enough. They added up what they had spent, and they found that 1 year of legal fees came to more than they paid their executive director.

A fractional general counsel already knows your contracts, your team and your plans, so you skip the catch-up every time. You also know what you’ll pay each month.

	Law firm, as needed	Fractional general counsel	Full-time in-house lawyer
How you pay	By the hour, or a flat fee for each job	A fixed monthly fee	A salary plus benefits
When you talk	When something comes up	Every month	Every day
How well the lawyer knows your business	As much as the file needs	Well, and better each month	Very well
Usual fit	A legal need once or twice a year	Legal questions most months	Enough legal work to fill a full-time job

A fractional general counsel isn’t right for every business.

It tends to fit an owner-led business that has grown past the point where the owner can keep every contract in their head. You sign client or supplier contracts every month, and you have employees or contractors with more on the way.

Often a big change is coming, like a new location, a new partner or a sale. And many owners at this stage put off legal questions because they don’t know what the answer will cost, or they’ve already paid a lawyer to fix a problem that an earlier conversation would have caught.

It’s the wrong choice when you need a lawyer once or twice a year. A flat-fee project will probably cost you less.

It’s also the wrong tool for a lawsuit. A fractional general counsel handles the business side of law, and court work belongs with a litigation lawyer (a lawyer who handles disputes in court).

And if your legal work could fill a full-time job, hiring your own in-house lawyer may be the better deal.

Even when it fits, a fractional general counsel won’t cover every bit of a business’s legal needs. Every firm sets its own list, so the agreement is the place to check.

Buying or selling a business usually sits outside the monthly fee. So do large one-time projects, like a shareholder agreement or a trademark application, and areas outside the lawyer’s practice, such as tax or immigration.

Most firms quote those jobs separately.

Fractional general counsel services aren’t all built the same, and these questions will help you spot the difference.

2 services with the same monthly price can be very different, so these are worth asking each firm:

What work does the monthly fee include, and how much of it?
What happens to work I don’t use in a month?
Who does the work, and will I talk to the same lawyer each time?
How fast will I get a reply?
Is there a minimum term, and how do I cancel?
What costs extra, and how do you quote it?

In Ontario, the Law Society’s Rules of Professional Conduct say a lawyer’s fee must be fair and reasonable, and the lawyer must disclose it in a timely fashion (rule 3.6-1). Any client can ask for the fee and the scope in writing before the work starts.

There are 3 common mistakes, and each one has a cost.

The first mistake is waiting for a problem. Owners often look for ongoing legal help after a dispute has already started, and by then the low-cost fix is off the table.

The second is paying for a plan and then going quiet. The monthly call only works when you bring your lawyer what’s coming, so the owners who get the most from it send the contract before they sign.

The third is comparing on price alone. A lower monthly fee with a narrow scope can cost more over a year than a higher fee that includes the work you need.

The answer also changes by province, in 2 ways.

Lawyers in Canada hold a licence from a provincial or territorial law society. The Federation of Law Societies of Canada’s National Mobility Agreement lets lawyers work across provincial borders in many situations, and it has limits. If your business operates in more than one province, it’s fair to ask where the lawyer holds a licence.

The law your lawyer applies also changes by province. Employment standards differ between Ontario, British Columbia, Alberta and Quebec, and Quebec has its own Civil Code for contracts.

Here are a few more common questions about fractional general counsel.

Is a fractional general counsel the same as a retainer?

They’re different things. In Canada, a retainer usually means money you pay a lawyer in advance, which the lawyer holds in trust and bills against. A fractional general counsel is an ongoing service for a set monthly fee.

Is a fractional general counsel an employee of my business?

A fractional general counsel works at a law firm or runs their own practice, and your business is a client. You don’t run payroll or pay benefits for them.

How many hours a month does a fractional general counsel work?

It depends on the firm. Onley Law, an Ontario firm, describes a typical range of 10 to 30 hours a month. Other firms price by the piece of work and don’t count hours.

Can a small business use a fractional general counsel?

It can, if it has legal work most months. The size of your team matters less than how often legal questions come up.

Is a fractional general counsel the same as outside counsel?

Outside counsel is any lawyer you hire who isn’t on your staff. A fractional general counsel is one kind of outside counsel, the kind who works with you every month and knows the whole business.

The creator I told you about now sends us every brand contract before they sign it.

If legal questions come up most months and no lawyer knows your business yet, a conversation is a good place to start. You can see how we work on our General Counsel page, or book a free fit conversation and tell us what’s on your plate.