Outside General Counsel for California Business Owners

Not every business needs a full-time in-house attorney, but every business benefits from having trusted legal counsel available when important decisions arise.

We act as if your company had its own in-house counsel: reviewing contracts before you sign, keeping corporate records in order, answering employee and contractor questions, and helping you deal with problems early, when they cost less to fix.

Talk to Us About Ongoing Counsel
  • One attorney who knows your business
  • Clear fees agreed up front where possible
  • Serving businesses throughout California

What Ongoing Counsel Covers

Contract Review

We review customer, vendor, and partner agreements and NDAs before you sign.

Corporate Records

We keep resolutions, consents, annual meetings, and state filings in order.

Employees and Contractors

We help you classify workers correctly and protect confidential information.

Leases and Property

We review lease terms, renewals, and changes as your space needs grow.

Early Help With Disputes

We step in early with demand letters, collections, and conflicts before they grow.

Who This Is For

  • Growing companies that do not have an in-house attorney
  • Newly formed companies that want to do things properly from the start
  • Owners who usually call a lawyer only after something has gone wrong
  • Businesses that sign customer, vendor, or partner contracts regularly
  • Companies hiring employees or working with independent contractors
  • Owners planning a sale, investment, or succession in the next few years
Company team meeting in a bright San Diego office

Why an Outside General Counsel Program Works Better

Most owners do not skip legal advice on purpose. They are busy running the business, so the lawyer gets called after a contract is already signed, an employee has already left, or a demand letter has already arrived. By then the options are narrower, and the fix often takes more time and money than prevention would have.

Reactive legal help has a hidden cost, too. A new attorney has to learn your company from scratch: who owns what, how your contracts are set up, what your operating agreement or bylaws say, and what happened last time. You pay for that learning curve again and again. Outside general counsel who already knows your business can often answer in context, see how one issue touches another, and give you a practical, specific answer instead of a generic one.

For example, a growing California company might sign a vendor agreement that renews automatically, makes the company responsible for the vendor’s mistakes, and sends disputes to another state. Nobody reads the fine print until the relationship goes bad. A short review before signing can often catch terms like these while there is still room to negotiate.

Consider a common situation: two owners built the company together and never updated their ownership records after a key employee was promised a share. Years later, a buyer or investor asks for clean ownership records and signed approvals. What could have been a simple fix becomes a delay in the deal and a strained conversation among the people involved.

The goal of outside general counsel is not more legal work. It is to help you avoid surprises, make better-informed decisions, and stay on steadier footing when something does go wrong.

How Ongoing Counsel Helps Your Business

Having an attorney who already knows your business means faster answers and fewer surprises. A good place to start is our Business Check-Up, which reviews your structure, contracts, and compliance and gives you a clear action plan.

Most business problems start with a contract that was signed without review. We catch risky terms, missing protections, and unclear obligations before they become your problem.

Corporations and LLCs need records, consents, and filings kept up to date. Letting them lapse can weaken the liability protection the entity is supposed to provide.

California applies strict rules to who can be treated as an independent contractor. Read more: California AB 5 and the ABC Test.

Because California restricts non-competes, protecting your business depends on confidentiality agreements and trade secret practices that are drafted and used properly.

A well-timed demand letter or conversation can resolve a dispute or unpaid invoice before it turns into litigation.

Owners who plan for a sale, new investors, or succession ahead of time keep more control and more value.

California Rules Worth Knowing

  • Worker classification. California uses the ABC test to decide whether a worker is an employee or an independent contractor, and getting it wrong can be costly.
  • Non-competes for employees. California generally does not allow non-compete agreements for employees, and including one in an employment agreement can itself violate the law. Read more: California Voids Non-Competes, With One Exception.
  • Ongoing state filings. LLCs file a Statement of Information every two years and corporations every year, and most owe California’s $800 minimum annual tax.

Mistakes We Help Owners Avoid

These patterns show up often in California companies without a lawyer in the loop.

  • Reinventing documents every time. When managers build agreements from old files or online forms, terms drift and nobody knows which version is current. We can help you set up standard customer terms, vendor agreements, NDAs and independent contractor agreements, so your team starts from documents that actually fit your business.
  • Letting yearly housekeeping slide. Entity filings, contract renewal dates, handbook and policy updates, insurance coverage, intellectual property and ownership records all need regular attention. When they fall behind, problems stack up quietly. A simple yearly legal calendar can help you see what is due, what is expiring, and what has changed.
  • Making big decisions without a paper trail. Owners often agree on major moves, like taking on debt, adding a partner or approving a large purchase, in conversation. Documenting those decisions with written consents or minutes can help support the company’s separate identity and reduce later arguments about what was actually agreed.
  • Ignoring a demand letter or unpaid invoice. A demand letter or an overdue account rarely goes away on its own. Waiting can narrow your options and raise the cost of resolving it. An early, measured response, such as a clear reply letter or a structured payment plan, can often keep a small problem from growing into a lawsuit.
  • Waiting until a sale to get organized. Buyers and investors look closely at contracts, ownership, intellectual property and compliance. Gaps that were easy to fix years earlier can slow a deal or reduce its value. Preparing for due diligence over time can put you in a stronger position when an opportunity shows up.
  • Having no one to coordinate outside counsel. Some matters call for tax counsel, an IP attorney, immigration counsel or another outside lawyer with a narrow focus. Without a central point of contact, owners either stretch the wrong advisor or juggle several firms alone. We can help you decide when to bring in other counsel and keep everyone aligned.

How It Works

1. Get to Know Your Business

We start with a review of your structure, contracts, and compliance.

2. Agree on Scope and Fees

We agree on what is covered and how the work will be priced.

3. Call or Email as Questions Come Up

You have an attorney who already knows your business.

4. Stay Up to Date

We keep your records, filings, and key agreements current.

5. Plan Ahead

We help you prepare for growth, new investors, or a future sale.

Attorney's desk with a laptop, legal pad and contracts overlooking the coast

What to Have Ready Before We Talk

You do not need all of this, but gathering what you can helps us understand your business quickly.

  • Formation documents, such as articles, operating agreement or bylaws, and any amendments
  • A current list of owners and their percentages, plus any buy-sell or shareholder agreements
  • Your most important customer, vendor and supplier contracts, including anything coming up for renewal
  • Your commercial lease or other property documents
  • Your employee handbook, offer letter templates and independent contractor agreements
  • Any NDAs, confidentiality or IP assignment agreements you use
  • Recent demand letters, disputes, unpaid accounts or threatened claims
  • Business insurance policies
  • A short list of plans for the next year or two, such as hiring, new locations, investment or a possible sale

Working Alongside Your CPA, Insurance Agent and Other Advisors

If you already have a CPA, financial advisor, insurance agent or banker, we are not here to replace them. We can coordinate with your CPA when a contract, ownership change or entity decision has tax consequences, review loan documents with your lender’s requirements in mind, and talk with your insurance agent about whether a new contract’s indemnity terms line up with your coverage.

When a matter calls for other counsel, such as tax or immigration, we can help you find a good fit and share background so you are not repeating your story. You get one legal point of contact who understands how the pieces connect.

Fees

Pricing depends on what your business needs. We explain how the work will be priced before we start, so there are no surprises. See our fees page for how we price legal work.

Common Questions

Answers to what owners ask most about having outside counsel.

You get an attorney who knows your business without the cost of a full-time salary and benefits. We handle the legal work as it comes up, and you only pay for the arrangement you choose.

It depends on how much legal work your business needs. We explain the options and agree on pricing before any work starts.

Yes. We coordinate with your CPA and can introduce you to other professionals your business may need.

Most business disputes can be resolved without litigation. When they cannot, we can refer you to an experienced litigator.

With our Business Check-Up. It gives both of us a clear picture of where your business stands and what to fix first.

Fractional general counsel means you get the ongoing guidance of a company lawyer without hiring one full time. It tends to fit established businesses with steady revenue, employees or contractors, regular contracts, and owners who want advice before decisions are made. Companies with only occasional legal needs may be better served by one-time project work.

A typical month might include a contract review or two and quick questions by phone or email. For example, one month might involve reviewing a new vendor agreement, answering a question about a new hire, updating a contract template, and documenting an owner decision. The mix depends on your business, and we agree on scope and pricing up front so you know what to expect.

Yes, most companies that sign agreements regularly benefit from a small set of standard templates. Common ones include customer terms, vendor or service agreements, NDAs and independent contractor agreements. Templates written for your business and for California law give your team a consistent starting point, cut down on back and forth, and make it easier to spot when the other side’s changes actually matter.

A business attorney can help you organize the records a buyer or investor will ask for. That usually means clear ownership records, signed approvals for major decisions, contracts that can be transferred, and clear ownership of your intellectual property. Fixing gaps early is often simpler and less costly than fixing them under deal pressure. A lawyer who already knows your company can also help a deal move more smoothly.

Related Guides and Services

Want a Lawyer Who Already Knows Your Business? Let's Talk.

Talk to Us About Ongoing Counsel

Or call 619-895-1066. Law Office of Christopher Scott-Dixon APC, 3130 5th Ave Ste 1, San Diego, CA 92103.

This page provides general information, not legal advice. Reading it or contacting the firm does not create an attorney-client relationship.

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