Maceira Zayas (MZLS) serves as outside general counsel, often called fractional general counsel, for companies operating in Puerto Rico. The role covers everything an in-house general counsel would own: the recurring legal work, the decisions that need legal judgment, and the specialists a matter sometimes demands. This guide explains what that work looks like on the island.
A fractional general counsel owns a company's legal function without joining its payroll: contracts, compliance, employment questions, governance, and the judgment calls in between, on a retainer, flat-fee, or project basis. The arrangement fits companies with steady legal needs that don't yet justify a full legal department, and companies whose in-house team needs depth rather than headcount.
The word fractional describes the hours. It does not describe the role. The attorney sits in leadership decisions, manages the legal stream, and answers for the function the way an employee would.
Operating on the island generates a particular stream of work, and a standing counsel relationship exists to absorb it. Consumer-facing businesses receive complaints before the Department of Consumer Affairs (DACO), often at volume, covering pricing, advertising, and warranty practices. Physical operations carry permit and license renewals. Every merchant carries Treasury registrations and tax certifications that expire on their own schedules. Vendor and customer contracts flow year round, and employment questions arrive without appointments.
Handled one engagement letter at a time, this stream is expensive and slow. Handled as a standing function, decisions stop waiting on legal and spend becomes predictable.
Companies that sell to the Government of Puerto Rico operate under Act 73-2019, which centralized Commonwealth procurement under the General Services Administration (ASG). Bidders for goods, non-professional services, and construction register in the Registro Único de Licitadores (RUL); professional service providers register in the Registro Único de Proveedores (RUP). Eligibility runs on documentation that expires, and a lapsed registration disqualifies a bidder regardless of price or qualifications. A fractional general counsel tracks that eligibility as a compliance matter and advises when a question arises.
Puerto Rico operations answer to two legal systems. Federal funding carries conditions under 2 C.F.R. Part 200. Technology and communications businesses face FCC and federal cybersecurity obligations. Contractors pursue federal awards under the FAR. The value of a fractional general counsel depends on what stands behind the role when a matter crosses that line. Maceira Zayas (MZLS) covers both jurisdictions it takes to operate in Puerto Rico, through its government contracts, technology, and regulatory practices, with offices in San Juan and Washington, D.C.
Monthly retainers, flat fees, or project-based billing, set to the client's volume and risk profile. Engagements scale up or down as the business changes, and the model works alongside an existing in-house team as readily as it replaces the need for one.
For counsel on structuring an outside general counsel engagement, contact Maceira Zayas.
