Insights

How growing companies use Fractional General Counsel to navigate fundraising, compliance, expansion, and leadership without the cost of a full-time hire.

Most companies don’t need a full-time General Counsel early on, but they need senior legal counsel well before that. The gap between ‘we’ll just use an outside firm’ and ‘we need a full-time GC’ is where companies get hurt, overpaying for reactive advice, missing critical compliance windows, or signing agreements they shouldn’t.

That gap is exactly where the Fractional General Counsel model is built to operate.

A Fractional GC is a senior legal professional typically with 10 – 20 years of experience who works with your organization on a part-time basis. Embedded in your business. Aligned with your goals. And at a fraction of the cost of a full-time hire.

This isn’t a new concept in the West. But in India, it’s just hitting its stride, and the timing couldn’t be better. With the DPDP Act, increasing regulatory scrutiny, and a generation of founders scaling fast with lean teams, the demand for embedded senior legal support has never been higher.

Here’s how it works across the six situations where it matters most.

Fundraising & Investor Readiness

Fundraising is one of the most legal-intensive moments in an organization’s life and one of the most time-pressured. Term sheets arrive with tight windows. Due diligence uncovers issues that should have been addressed months ago. Cap tables have errors. IP hasn’t been properly assigned. Founder agreements are missing.

Investors don’t slow down for legal surprises. Deals fall apart or reprice when diligence reveals what wasn’t in order.

A Fractional GC steps in well before the raise to get the house in order, cleaning up the cap table, ensuring IP assignments are airtight, reviewing existing agreements, and preparing the data room. During the raise, they negotiate the term sheet, review the SHA and SSA, and protect founder interests without the adversarial dynamic that outside counsel can create.

Post-close, they handle the compliance obligations that come with institutional money, board resolutions, regulatory filings, and governance structures that Series A investors expect to see. For a founder going through their first raise, having a senior legal mind embedded in the process not billing by the hour, but invested in the outcome changes everything.

Scaling Operations Without Legal Bottlenecks

Growth creates legal complexity faster than most founders anticipate. The first enterprise customer wants an MSA with indemnification clauses your standard template doesn’t cover. You’re hiring across states and your employment contracts are holdovers from when you were a team of five. A vendor dispute is escalating, and no one internally knows the contract well enough to respond.

This is the operational legal layer, the contracts, policies, employment frameworks, and vendor agreements that hold a scaling business together. Without it, growth becomes fragile.

A Fractional GC builds the legal infrastructure for scale: standard contract templates, an NDA framework, employment agreements that protect the company, a vendor onboarding process with legal sign-off baked in. They also train your operations and finance teams on what to watch for reducing legal escalations over time.

For companies between 20 and 200 people, this is often the highest-value thing a Fractional GC delivers: turning reactive, expensive legal firefighting into a proactive, systematic function.

Regulatory & Compliance Oversight

India’s regulatory environment is not getting simpler. The Digital Personal Data Protection (DPDP) Act is being rolled out in phases, full compliance obligations land soon, but the window to prepare is now. NBFC regulations keep shifting. Consumer protection obligations under the 2019 Act carry real penalties. Healthcare and MedTech companies face CDSCO requirements that many founders haven’t read.

Compliance is where the ‘we’ll deal with it when it becomes a problem’ approach is most dangerous. Regulators don’t warn you before they act. A data breach without a privacy policy isn’t just a legal issue, it’s a reputational one.

Compliance is not a one-time project. It is an ongoing function. That’s exactly what a Fractional GC provides without the cost of a full-time hire.

A Fractional GC maps your regulatory exposure, builds the compliance calendar, puts the right policies in place, and keeps them current as regulations evolve. For fintechs, that means RBI licensing and audit readiness. For SaaS companies selling to enterprises, it means DPDP and GDPR compliance. For healthcare platforms, it means CDSCO and patient data protection. The value isn’t just in building the framework, it’s in having someone who knows what changed last month and what you need to do about it.

Cross-Border Expansion, Done Right

Expanding beyond India brings a legal complexity that catches many founders off guard. Setting up a Delaware C-Corp for US fundraising. Navigating data residency requirements. Understanding employment law in a new jurisdiction. Structuring commercial agreements that work across two legal systems.

The challenge runs both ways. Foreign companies entering India face the same complexity in reverse. Choosing the right entry structure, navigating FEMA and RBI compliance, transfer pricing, India’s employee-protective labour laws, and DPDP obligations for companies handling Indian user data.

Cross-border expansion isn’t just a business milestone. It’s a legal event. The structure you set up today, whether you’re going out or coming in determines your options and your tax exposure for years.

A Fractional GC who has handled cross-border work brings a structured approach: right entity, right jurisdiction, IP ownership aligned, data transfer agreements that satisfy regulators on both ends, and contract templates fit for international customers. Getting this right at the start is almost always cheaper than fixing it at Series B

GCCs Setting Up in India

India is the destination of choice for GCCs, over 1700 already operate here, and the number is growing fast. But setting up a GCC is not the same as opening a sales office. It is a complex legal project, and most multinationals underestimate what it takes on the ground.

The legal work starts before the first hire, entity structure, state selection, employment frameworks, IP assignment to the parent, data transfer agreements under DPDP, secondment arrangements for leadership, and vendor contracts for everything the centre needs to operate.

Most GCCs have strong legal teams abroad and no one embedded in India. They need senior legal counsel embedded on the ground in India, who understands the local regulatory environment and can execute quickly.

A Fractional GC fills that gap. A senior oversight for the India entity from day one, without the cost or delay of a full-time hire into a centre that is still finding its feet.

Founder & Leadership Support

Legal risk doesn’t only live in contracts and compliance. It lives in boardrooms, co-founder relationships, leadership transitions, and the decisions founders make under pressure without realising the implications.

Co-founder disputes are one of the leading causes of early-stage failure and most stem from agreements that were never properly documented. A vesting schedule that wasn’t enforced. An IP assignment one founder disputes. A shareholder agreement that doesn’t reflect how founders actually want to make decisions. These aren’t hypothetical. They play out regularly, and they’re almost always preventable.

A Fractional GC is not a contract reviewer. They are a thinking partner for leadership. Someone who flags risk before it becomes a crisis.

Beyond co-founder dynamics, a Fractional GC supports the leadership team on ESOP structuring, employment disputes before they escalate, board governance and fiduciary obligations, and the personal legal exposure founders carry without realising it. In a world where founders are expected to move fast and make consequential decisions daily, having a senior legal mind available not to slow things down, but to make sure the fast decisions don’t create slow-moving problems is one of the most underrated assets a leadership team can have.

The Bottom Line

The Fractional GC model works because it aligns incentives correctly. A Fractional GC is invested in your outcomes. Unlike a full-time hire you’re not ready for, they scale with you, present when you need them, stepping back when you don’t.

For companies between seed and Series C, between 10 and 500 people, navigating growth in India or expanding internationally, this is the model that fits. Senior counsel, embedded in your business, at a cost that makes sense.

The Fractional GC model isn’t a compromise. It’s a smarter structure for companies that are growing too fast to ignore legal and too lean to hire full-time.