Fractional General Counsel in the Philippines: How Part-Time GCs Work

A fractional general counsel is an experienced lawyer who serves as a company's senior in-house legal adviser on a part-time or retainer basis, instead of as a full-time employee. The company gets continuous legal oversight — corporate housekeeping, contract review, compliance monitoring, board support — while paying only for the time it actually needs. In the Philippines, this arrangement is common among startups, family corporations, and mid-sized companies that have outgrown ad hoc legal referrals but cannot yet justify a full in-house department. The general counsel role itself is not a statutory office under the Revised Corporation Code; it is a function the company defines, so it can be filled on whatever schedule the business requires.

Why companies choose a fractional GC

A full-time general counsel carries a full-time salary, benefits, and the overhead of an internal legal department. Many Philippine companies do not generate enough legal work to keep one lawyer fully occupied. A fractional arrangement matches cost to actual demand.

The model also brings senior judgment without a learning curve. The same lawyer stays with the company across engagements, so corporate history, contracts, and risk positions are not repeatedly re-explained to a new counsel. For companies preparing for investment, audits, or regulatory scrutiny, that continuity matters.

What a fractional GC actually does

The scope is set by the engagement, but typical work includes:

• Corporate housekeeping. Maintaining the records the Revised Corporation Code requires, including the report of election of directors, trustees, and officers, which under Section 25 must be submitted to the Commission within thirty (30) days after the election.
• Board and stockholder support. Advising the board on its powers and on matters requiring stockholder approval. Under Section 22, the board of directors or trustees exercises the corporate powers, conducts all business, and controls all properties of the corporation.
• Contract review and negotiation. Reviewing supplier, client, employment, and lease agreements before signature.
• Compliance monitoring. Tracking reportorial and governance obligations, and flagging deadlines before they lapse.
• Risk and dispute management. Handling demand letters, evaluating claims, and coordinating with litigation counsel when a matter escalates.

How it differs from an outside counsel retainer

An outside counsel retainer is typically matter-driven: the lawyer is engaged when a specific problem arises. A fractional GC is relationship-driven and preventive. The lawyer sits close enough to the business to see problems forming — a lapsed corporate report, a contract with an unbalanced indemnity clause, a board resolution that was never properly approved.

The distinction also matters for privilege and internal process. A fractional GC who participates in management discussions can advise before a decision is made, rather than reviewing it after the fact.

Corporate governance rules the fractional GC watches

Several provisions of the Revised Corporation Code shape day-to-day corporate housekeeping.

Under Section 24, immediately after election, the directors must formally organize and elect a president, who must be a director; a treasurer, who must be a resident; and a secretary, who must be a citizen and resident of the Philippines. The same person may hold two or more positions concurrently, except that no one shall act as president and secretary or as president and treasurer at the same time, unless otherwise allowed in the Code.

Under Section 23, at all elections of directors or trustees, there must be present, in person or by proxy, the owners of a majority of the outstanding capital stock, or a majority of the members entitled to vote in a nonstock corporation.

Under Section 28, a vacancy in the board other than by removal or expiration of term may be filled by at least a majority of the remaining directors if they still constitute a quorum; in other cases, the election must be held no later than forty-five (45) days from the time the vacancy arose.

A fractional GC keeps these requirements on a calendar and prepares the supporting documents before deadlines arrive.

When a fractional GC makes sense — and when it does not

The model fits companies with steady but modest legal needs: a few contracts a month, an annual stockholders' meeting, periodic regulatory filings, and occasional employment questions. It also fits companies in transition — raising funds, entering a new market, or restructuring — where legal demand is high for a season but may not stay at that level.

It fits less well where legal work is constant and specialized. A bank, an insurer, or a large manufacturer with daily regulatory interaction will generally need a full in-house team, supported by external specialists. The Revised Corporation Code itself recognizes that certain corporations are vested with public interest: under Section 22, their boards must have independent directors constituting at least twenty percent (20%) of the board, and under Section 24, the board must also elect a compliance officer. Those companies typically require permanent internal legal and compliance capacity.

Frequently asked questions

Can a Philippine company hire a part-time general counsel? Yes. The general counsel is not an office created by the Revised Corporation Code, so a company may engage a lawyer on a part-time or retainer basis and define the scope of the role in the engagement agreement.

Does a fractional general counsel replace the corporate secretary? No. They are different roles. The corporate secretary is a statutory officer elected under Section 24 of the Revised Corporation Code and must be a citizen and resident of the Philippines. A fractional GC may advise the corporate secretary and prepare governance documents, but the statutory office remains separate.

Is a fractional GC cheaper than a full-time in-house lawyer? Usually, because the company pays only for the time it needs rather than a full-time salary and benefits. The total cost depends on the scope and volume of work, which should be defined in the engagement.

Practical takeaways

• A fractional general counsel provides senior in-house legal oversight on a part-time or retainer basis, without the cost of a full-time hire.
• The role is contractual, not statutory — the company defines the scope, and the Revised Corporation Code does not create a "general counsel" office.
• Statutory corporate offices remain distinct: under Section 24, the president, treasurer, and secretary must be elected, and the secretary must be a citizen and resident of the Philippines.
• Governance deadlines, such as the thirty (30)-day report of election of directors, trustees, and officers under Section 25, are core to the fractional GC's monitoring work.
• Companies vested with public interest — including those covered by Section 22 — generally need permanent legal and compliance capacity rather than a part-time arrangement.

Primary sources

The rules discussed above are drawn from the following primary sources, as published in the Official Gazette and the national statute book.

• REPUBLIC ACT NO. 11232 - AN ACT PROVIDING FOR THE REVISED CORPORATION CODE OF THE PHILIPPINES

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.