If you’re a founder or small business owner who knows you need legal help but isn’t sure what kind, you’re not alone. The difference between a general counsel and a business lawyer isn’t obvious — and most people use the terms interchangeably. They shouldn’t.
Getting this decision right can save you significant time and money. Getting it wrong means either overpaying for legal services you don’t need, or under-serving your business with advice that’s too narrow.
What a Business Lawyer Does
A business lawyer — sometimes called outside counsel — is typically an attorney at a law firm you hire for a specific matter. You need a contract drafted, you call them. You’re getting sued, you call them. You’re closing an acquisition, you call them.
This model works well for discrete, defined legal tasks. The attorney comes in, does the work, sends the bill, and moves on. They may not know much about your business beyond the matter at hand, and they’re not expected to.
The limitation is that outside counsel is reactive by nature. They answer the questions you bring to them. They’re not sitting inside your business watching for problems before they become expensive.
What a General Counsel Does
A general counsel (GC) is a lawyer who functions as part of your leadership team. Large companies have full-time GCs on staff. Their job isn’t just to handle legal tasks — it’s to understand the business deeply enough to give advice that accounts for strategy, risk tolerance, relationships, and long-term goals.
A GC isn’t waiting for you to call with a problem. They’re in the room when decisions are being made, flagging issues before they become disputes, and helping you think through the legal implications of business moves before you make them.
Where Fractional General Counsel Fits
Most startups and small businesses can’t justify a full-time GC — and don’t need one. But they’ve outgrown the purely reactive model of calling a law firm only when something breaks.
A fractional general counsel gives you the embedded, strategic relationship of a GC at a fraction of the cost. You get someone who knows your business, your contracts, your team structure, and your goals — and who can give you advice through that lens rather than as an outside observer billing by the hour.
So Which Do You Need?
You probably need outside counsel if:
- You have a specific, one-time legal matter (a lawsuit, a real estate transaction, a patent filing)
- You need a specialist in a narrow area of law
- Your legal needs are infrequent and unpredictable
You probably need a fractional GC if:
- You’re signing contracts regularly and need someone who knows your standard positions
- You’re growing and making decisions that carry legal risk
- You want proactive legal oversight, not just reactive problem-solving
- You’re spending more on law firm hourly rates than you’d like for routine matters
Many businesses use both — a fractional GC as their primary legal relationship, with outside specialists brought in for specific matters the GC helps manage and coordinate.
Working with Scott Resnick Law
Scott Resnick Law provides fractional general counsel services to startups and small businesses in California and Arizona. If you’re trying to figure out what level of legal support makes sense for where your business is right now, reach out for a consultation and we can talk through it.