General counsel · the role
What does a general counsel do?
The short answer · updated
A general counsel (GC) is a company’s most senior in-house lawyer. The GC leads the legal team, advises the chief executive and board, manages legal risk, contracts, disputes and regulatory compliance, and decides when to instruct outside law firms. Some GCs also act as company secretary. A GC who is a solicitor remains bound by the SRA’s rules.
What a general counsel is responsible for
The general counsel owns the company’s legal position. The job is to keep the business within the law while helping it do what it wants to do: closing deals, entering markets, hiring, raising money and handling disputes.
The Solicitors Regulation Authority’s guidance for employers describes what an organisation can expect from its in-house solicitors: independent, impartial advice; a warning when the organisation is breaching, or at risk of breaching, its legal obligations; and advice tailored to the business’s strategy. Where a question is outside their expertise, they should say so and suggest specialist external solicitors or counsel.
In practice the GC’s work usually covers the areas below:
- Legal advice to the leadership: the chief executive, the executive team and the board.
- Contracts and transactions: customer and supplier terms, partnerships, financing, mergers and acquisitions.
- Disputes and litigation: managing claims for and against the company, and the outside lawyers who run them.
- Regulation and compliance: sector regulation, data protection, competition, anti-bribery and employment law.
- Governance: board processes, company records and, in some companies, the company secretary role.
- The legal team and budget: hiring in-house lawyers, choosing law firms and controlling external legal spend.
Who a general counsel reports to
A general counsel usually reports to the chief executive. In some companies the GC reports to the chief financial officer or chief operating officer, with a direct line to the board on the most serious matters. Heads of legal, legal counsel, and often compliance and company secretarial staff report into the GC.
The SRA’s guidance on identifying your client when working in-house says the client is generally the organisation itself, not the manager who gives instructions, and that its ultimate representative in a company is the board of directors. The SRA also expects employers to give in-house solicitors clear reporting lines, including access to the board where appropriate.
The Law Society’s in-house ethics framework includes a protocol for employing organisations, intended for board sign-off, covering reporting lines, independence and resourcing. A GC appointed to the board also carries a director’s general duties, which Companies House sets out.
General counsel vs company secretary vs head of legal
A general counsel is the most senior lawyer and the legal adviser to the board. The GC owns legal strategy and legal risk across the whole business.
A company secretary is an officer of the company responsible for its governance administration. Companies House lists typical duties: keeping the statutory registers, filing information on time, giving notice of meetings, keeping minutes and resolutions, and authenticating filings. Under the Companies Act 2006, a private company does not need a secretary but a public company must have one, and a solicitor is one of the qualifications the Act lists. In some companies the GC holds both roles.
A head of legal runs the legal team day to day. In a large company the head of legal may lead one area or division and report to the GC; in a smaller one the head of legal is the senior lawyer and the title is a matter of choice. Our general counsel recruitment page compares legal counsel and head of legal roles side by side.
Independence: the duties a GC carries as a lawyer
A GC who is a solicitor is an employee and a regulated professional at the same time. The SRA’s Principles require solicitors to act with independence, honesty and integrity, and where those duties conflict with a client’s interests, the duties that protect the wider public interest come first.
The SRA’s employer guidance says no one should expect an in-house solicitor to approve or ignore dishonest or illegal action, or to change their legal advice under pressure to meet a commercial goal. It asks employers to guard against incentives that pull against the solicitor’s duties, such as a bonus tied only to closing a deal, and to take care when combining the legal role with a commercial one.
Some GCs also act as the data protection officer. The ICO says a DPO must report to the highest management level, and that any other duties must not create a conflict of interests with the DPO role.
Fractional, interim and permanent general counsel
A permanent general counsel suits a business with a steady flow of legal work, regulatory exposure or a board that needs a lawyer in the room every week.
A fractional general counsel works a set number of days a week or month: the senior legal judgement, board advice and management of outside firms, without a full-time salary. It suits growing companies that have outgrown ad hoc advice from a law firm. See fractional general counsel roles.
An interim general counsel works full-time for a fixed period, often to cover a vacancy or leave, or to see through a transaction, investigation or restructuring. See interim general counsel roles.
Where a fractional or interim GC works through their own limited company, the off-payroll working rules (IR35) may apply. Status turns on how the engagement runs in practice, and a medium or large client makes the determination. Our IR35 guide sets out the tests.
What a general counsel earns
Pay depends on the size of the business, the sector, how regulated it is, location and whether the GC sits on the board. Permanent general counsel are paid a salary, usually with a bonus; fractional and interim GCs a day rate.
Our general counsel salary page sets out salaries and contract day rates, each figure with its source.
How to hire a general counsel
Write the brief around the legal risks the business actually carries: the contracts, the regulators, the disputes and the transactions ahead. Decide whether the role includes company secretarial work, compliance or data protection, and who the GC will report to.
The Law Society publishes a template job description for in-house solicitor roles that sets out professional responsibilities from the recruitment stage. The CIPD’s guidance on selection methods favours structured interviews and skill-based tasks: give candidates a real contract or regulatory question from your business.
We recruit permanent, interim, fractional, part-time and temporary legal leaders. To hire a general counsel, see our general counsel recruitment page; every brief gets a shortlist of 3–5, each with pay or day rate, availability and IR35 position set out.
Questions people ask
Is a general counsel the same as a head of legal?
Not always. A general counsel is the most senior lawyer and adviser to the board. A head of legal runs the legal team and may report to the GC; in a smaller company one person holds the role and the title is a matter of choice.
Is a general counsel the same as a company secretary?
No, though in some companies one person does both. The company secretary looks after governance administration such as registers, filings and minutes. A private company does not need one; a public company must have one, under the Companies Act 2006.
Does a general counsel have to be a solicitor?
A GC is normally a qualified lawyer, and a GC who is a solicitor is regulated by the SRA while working in-house. The SRA’s guidance for employers explains what that means for the organisation.
Who is the general counsel’s client?
Generally the organisation itself, not the individual who gives instructions. The SRA says the ultimate representative of a company client is usually its board of directors.
Can I hire a fractional or interim general counsel?
Yes. A fractional GC works part of the week; an interim GC works full-time for a fixed period. See fractional general counsel and interim general counsel roles.
How much does it cost to hire a general counsel?
A permanent GC is paid a salary, usually with a bonus; a fractional or interim GC a day rate. Our general counsel salary page sets out pay with sources. On every shortlist we set out each candidate’s pay or day rate.
How do I hire a general counsel?
Write the brief around the legal risks the business carries, decide on permanent, fractional or interim, and test candidates on a real legal question from your business. Our general counsel recruitment page sets out the process; we send a shortlist of 3–5, each with pay or day rate, availability and IR35 position set out.
