What Does an Outside General Counsel Do — and When Should You Hire One?

As your business grows, legal questions start to multiply. Contracts get more complex. Employment laws change. Regulatory requirements sneak up. Before long, what used to be a quick “ask my lawyer” moment becomes a full-time job.

That’s where an Outside General Counsel (OGC) comes in.

More and more small and mid-sized businesses are turning to outside general counsel to handle legal strategy, compliance, and risk — without the cost of a full-time, in-house legal department.

Here’s what you need to know about what OGCs do, when to hire one, and how they can help your business scale safely.

What Does an Outside General Counsel Do?

An Outside General Counsel is a lawyer or law firm that serves as your company’s on-call legal department. They provide the same strategic and day-to-day legal support that an in-house general counsel would — just on an outsourced, flexible basis.

Typical responsibilities include:

• Reviewing and negotiating contracts.

• Advising on employment law and HR policies.

• Ensuring compliance with industry regulations.

• Overseeing dispute resolution and litigation strategy.

• Managing outside specialists (e.g., IP, tax, or real estate counsel).

• Helping leadership anticipate and mitigate risks before they turn into problems.

Think of an OGC as your legal quarterback — someone who understands your business inside and out, coordinates your legal needs, and ensures all the moving parts are aligned.

When Should You Hire an Outside General Counsel?

You probably don’t need an OGC when you’re first starting out. Early-stage companies can often manage with project-based or transactional legal help.

But as your business grows, certain signs suggest it’s time to bring in outside general counsel:

1. You’re dealing with legal issues regularly.

You find yourself calling your lawyer more than once a month — for contracts, HR questions, compliance, or vendor disputes.

2. Your contracts are getting complicated.

You’re negotiating deals with customers, suppliers, or partners that involve serious money or risk.

3. You’re hiring (or firing) employees.

Employment law is one of the biggest areas of exposure for SMBs, and mistakes here can be costly.

4. You’re raising capital or scaling operations.

Investors expect sound legal infrastructure — from corporate governance to IP protection.

5. You want proactive legal strategy, not just crisis management.

An OGC helps you prevent problems, not just react to them.

If your legal needs are too frequent for ad hoc counsel but not enough to justify a full-time hire, outside general counsel is the sweet spot.

How an OGC Helps Scale Legal Support for Growing Companies

As your company grows, your legal needs evolve. An OGC helps you scale by providing:

1. Consistency Without the Overhead

You get a dedicated legal partner who understands your business model, risk tolerance, and priorities — without adding a six-figure salary or benefits cost.

2. Predictable Costs

OGC arrangements are often structured as fixed monthly retainers. That gives you predictable legal spend and eliminates the “billable hour surprise.”

3. Strategic Oversight

An OGC doesn’t just react to problems — they build systems. From standardizing contracts to implementing compliance policies, they help you create legal infrastructure that grows with your business.

4. Coordination of Specialists

When niche issues arise (tax, IP, or international law), your OGC manages the process and coordinates outside experts, saving you time and ensuring consistency.

5. Risk Reduction Through Proactivity

With regular check-ins and reviews, an OGC spots red flags early — in contracts, HR policies, or business practices — before they become lawsuits or regulatory issues.

In short: they keep your legal function scalable, strategic, and cost-effective.

Outside Counsel vs. In-House Legal: What’s the Difference?

It’s common to confuse outside counsel, outside general counsel, and in-house counsel — but they serve different roles.

Function	Outside Counsel	Outside General Counsel	In-House Counsel
Primary Role	Handles specific matters (e.g., litigation, contracts)	Manages ongoing legal needs across the business	Full-time employee providing in-house legal management
Relationship	Transactional and case-based	Strategic, ongoing partnership	Embedded within company leadership
Cost	Hourly, per-project billing	Retainer-based, predictable fees	Salary + benefits
Best For	One-off legal issues	Growing companies needing regular legal support	Large companies with consistent, high-volume legal needs

An Outside General Counsel combines the best of both worlds — the strategic continuity of an in-house lawyer and the flexibility and efficiency of outside counsel.

Final Thoughts

For many SMBs, hiring a full-time general counsel just isn’t practical. But running your business without consistent legal oversight can be risky.

An Outside General Counsel bridges that gap — providing ongoing, proactive legal guidance that scales with your growth.

It’s not just about solving legal problems; it’s about preventing them and building a stronger foundation for the business you’re growing.

This blog is for informational purposes only and not legal advice. If you’re exploring whether outside general counsel services make sense for your company, consult an experienced business attorney.