Hire a Fractional Corporate Counsel
Fractional Corporate Counsel. Governance Done Right.
A fractional Corporate Counsel owns company structure, governance, and transactions one to three days a week: the cap table, the board papers, and the documents a funding round is won or lost on. Fractionus matches you with vetted corporate lawyers who fix the foundations before an investor's lawyer finds them.
A fractional Corporate Counsel gives you senior ownership of corporate structure, governance, and transactions one to three days a week, without the cost or commitment of a permanent hire. Fractionus connects you with vetted fractional corporate lawyers who take ownership from day one, and who have already solved the problem in front of you at businesses like yours.
- A cap table that survives diligence: Share classes, options, and conversions reconciled to the documents, so a round is not delayed by archaeology.
- Governance that actually functions: Board mechanics, minutes, consents, and constitutional documents kept current rather than reconstructed in a panic.
- Transactions run properly: Term sheets read commercially, diligence prepared in advance, and closing handled without a firm on the clock for every question.
- Flexible engagement: Brief us once, meet a vetted shortlist in days, and scale up or down as the business changes.
What is a fractional Corporate Counsel?
A fractional Corporate Counsel owns the legal side of how the company is structured and financed, on a part time basis, usually one to three days a week: the cap table and share classes, option schemes, shareholder and investor agreements, board governance and minute-keeping, group structure, and the transactions that change any of it. The work is unglamorous until a round, an acquisition, or an audit depends on it, at which point every shortcut taken in the first three years arrives at once.
The adjacent roles differ by domain. A fractional General Counsel owns legal judgement across everything and calls in specialists, which is the better hire when the questions are not concentrated in one place. A fractional commercial contracts lawyer owns the agreements the business trades on day to day, which is a different discipline from the agreements that own the business. A fractional startup lawyer covers the same corporate ground much earlier, before the structure is complicated enough to justify a specialist. Every legal role sits side by side on our fractional legal hub. This page is general information about the role, not legal advice about your situation.
What they focus on
- Cap table integrity: share classes, options, warrants, and convertibles reconciled to the documents
- Board governance: meeting mechanics, minutes, written consents, and a register kept current
- Funding rounds: term sheet review, diligence preparation, and the closing document set
- Shareholder and investor agreements, and the consent thresholds hidden inside them
- Group structure, subsidiaries, and intercompany arrangements as the business expands
- Statutory filings and company secretarial obligations, done on time rather than late
When to hire a fractional Corporate Counsel
Corporate legal problems are invisible until a third party's lawyer looks at them, which is always the least convenient moment.
- You are raising, or will be within a year. Diligence turns every undocumented decision into a question, and the questions get answered on the investor's timetable rather than yours.
- Nobody can say who owns what. Options promised in emails, a cap table maintained in a spreadsheet, and board approvals that were never minuted are three symptoms of the same gap.
Fractional Corporate Counsel, a law firm, or a fractional General Counsel?
Three options get weighed here, and the right one depends on what is actually missing.
- A fractional Corporate Counsel sits inside the business, knows the history, and keeps the structure clean between transactions. Choose this when corporate work is continuous rather than occasional.
- A corporate law firm has depth and can be turned on for a single transaction. Choose this for the complex one-off, and expect to pay for briefing time on everything else.
- A fractional General Counsel covers the whole legal surface and brings in corporate specialists when needed. Choose this when corporate is one of several open areas rather than the pressing one.
What a fractional Corporate Counsel engagement looks like
Most companies start at 1-2 days per week with a heavier first block to reconstruct the cap table, the minute book, and the document set, then adjust once the rhythms hold. Common formats are retained days, sprint blocks, or outcome-based scopes, charged as a day rate or a monthly retainer. A part time Corporate Counsel engagement is structured exactly the same way.
Current fractional Corporate Counsel day rates are set out in our fractional executive rates guide.
90-day deliverables typically include
- A cap table reconciled to the underlying documents, with every discrepancy listed and resolved
- A minute book and register brought current, including the approvals nobody recorded
- A clean data room structure, populated ahead of the round rather than during it
- Option scheme documentation reviewed against what has actually been promised
- Board and shareholder consent templates the team can run without a lawyer present
- A filings calendar with owners, so statutory deadlines stop being discovered late
Hire a Fractional Corporate Counsel
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Why fractional Corporate Counsel demand is rising
Companies are buying senior leadership the way they buy other infrastructure: at the level they need, when they need it. Fractional Corporate Counsel arrangements let you try senior talent before committing to a permanent hire, and bring pattern recognition from leaders who have solved the same problems across several businesses. Corporate work is also the clearest case for buying legal time by the day rather than by the hour: the value sits in someone knowing your history, and a firm briefed afresh each time is charging you twice for the same context. Industry reporting and platform data show sharp growth in fractional executive roles since 2022. Our fractional executive cost guide breaks down what the shift means for budgets.
How Fractionus places fractional Corporate Counsel
- Brief us once. Your stage, situation, team, and what has to be true in 90 days.
- Shortlist in days. Meet 2-3 vetted fractional corporate lawyers matched to your situation.
- You choose. Interview, check fit, and select your leader.
- We handle everything else. Contracts, billing, onboarding, and smooth scale-up or scale-down.
What your fractional Corporate Counsel will deliver, and how to measure it
- Days from a diligence request to a complete response
- Cap table discrepancies outstanding, tracked to zero
- Board meetings with minutes signed within the agreed window
- Statutory filings made on time, as a proportion of those due
- Legal spend split between planned work and emergency firm instructions
- Closing documents completed without post-completion corrections
Fractional leaders from top brands
Frequently Asked Questions
Where can I hire a fractional Corporate Counsel?
Fractionus places fractional Corporate Counsel directly. You brief us once on your stage, your situation, and what has to be true in ninety days, and we come back with a shortlist of two or three vetted corporate lawyers matched to that brief, usually within days.
The alternatives are your own network, executive search firms, and general freelance marketplaces. A network introduction is free and fast when it works, but the sample is small and rarely matched to your stage. Search firms are built for permanent placements and priced for them. Marketplaces carry volume without vetting at this level, which moves the filtering work back onto you. The category is full of people who have practised corporate law and short of people who have sat on the company side of the table and owned the consequences.
What is the best platform for hiring a fractional Corporate Counsel?
Judge a platform on three things: whether it vets people before it introduces them, whether it understands the difference between a Corporate Counsel and the roles either side of it, and whether it handles contracting, billing, and scale-down without you managing any of it.
Fractionus is built for exactly that. Every leader is vetted before they reach a shortlist, matching is done against your situation rather than keyword overlap, and the commercial side runs through us so the engagement can flex as the business changes. It also means we will say when the honest answer is a transaction firm for a fortnight rather than a retained counsel.
How much does a fractional Corporate Counsel cost?
Fractional Corporate Counsel are engaged by the day or on a monthly retainer, so cost scales with seniority and days per week rather than a salary band plus benefits, equity, and recruitment fees. Most engagements run one to three days a week, with a heavier first month while the picture is being built. The reconstruction work is front loaded, and the maintenance afterwards is genuinely light.
Current day rates by role are set out in our fractional executive rates guide. The comparison worth making is not against a permanent salary in isolation, but against the cost of the problem staying unsolved, and against the cost of a full time hire who turns out to be the wrong one.
How do I start a search for a fractional Corporate Counsel?
Start with the outcome rather than the title. Write down what has to be true in ninety days, what is breaking now, who the person would work with, and how many days a week you can genuinely give them. Bring your cap table, your last board pack, and the date of your next raise. Those three tell us most of what we need.
Then brief us once. We will tell you straight if the answer is a different level, a different role, or that the problem is better solved without a hire at all. If a fractional Corporate Counsel is the right call, you will meet a matched shortlist in days rather than weeks.
What should I look for when hiring a fractional Corporate Counsel?
Look for someone who has been the company's own lawyer rather than only its adviser. The best corporate counsel can describe a round they prepared for, what diligence turned up that they had already fixed, and one thing they told a founder not to do. Ask what they would check first in your cap table, and listen for whether the answer is specific.
Beyond the specifics, look for someone who has operated at your stage rather than only at a much larger one, who is comfortable being accountable for outcomes on limited days, and who is willing to tell you when you are wrong. Fractional leadership only works when the person has enough standing to be listened to and enough independence to disagree.
How do I vet a fractional Corporate Counsel before hiring?
Ask for two or three situations that resemble yours and go deep on one of them: what they inherited, what they changed first, what they deliberately chose not to do, and what the numbers looked like when they left. Answers that stay vague at that depth are the clearest signal you will get. For corporate counsel, ask how they handle a founder who wants to sign something quickly, because that is the recurring test of the role.
Then take references from people who reported to them, not only from the person who hired them, and consider a short paid piece of scoped work before a large engagement. Every Fractionus leader is vetted before they reach your shortlist, but the judgement on fit stays yours.
What is the difference between a fractional Corporate Counsel and a fractional General Counsel?
A Corporate Counsel specialises in the structure and financing of the company: the cap table, governance, shareholder agreements, and transactions. A fractional General Counsel owns legal judgement across the whole business, including commercial contracts, employment, privacy, and disputes, and decides when a specialist is needed.
If your legal risk is concentrated in structure and fundraising, the specialist is the sharper hire. If legal questions are arriving from every direction, the generalist should come first. Part time, outsourced, virtual, and contract Corporate Counsel arrangements all describe the same fractional model. Our fractional legal hub compares every specialism side by side.
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