Advisory Retainer · Outside General Counsel
General Counsel
on Retainer.
Your counsel in India — comprehensive legal advisory for NRI families and Kerala enterprises, structured as a retainer engagement rather than a per-matter instruction.
A different model of legal advisory — continuous, proactive, trusted
The traditional model of legal engagement is reactive: something goes wrong, you call a lawyer, explain your situation from the start, receive advice on that matter, and pay a fee. For many clients this is appropriate. For NRI families managing property and succession affairs in Kerala, and for Indian enterprises with recurring legal needs, it is chronically inefficient — producing higher costs, slower responses, and advice that is never fully informed by continuous knowledge of the client's affairs.
The Outside General Counsel model corrects this. Luke & Luka acts as the client's General Counsel — available across all legal matters, continuously informed about the client's affairs, proactively identifying legal risks before they become disputes, and available when needed without the delay of reintroduction. The engagement is structured as a retainer: the client pays a periodic fee for this availability and advisory, not a per-matter charge.
This model has been the standard for decades in the United States, where most established law firms offer Outside GC retainers to growth-stage companies and family offices. In the United Kingdom, the retained solicitor model has existed for well over a century. In India, the model is now developing, driven by the professionalisation of family businesses, the growth of the startup ecosystem, and NRI families seeking continuous legal management of their India-based affairs rather than crisis-driven engagement.
Luke & Luka is structured for this model. The practice is a boutique, and boutique practices — unburdened by institutional overhead — are the natural home for the Outside GC relationship. The client deals with one lawyer, one point of accountability, one relationship that deepens over time.
Per-matter instruction versus General Counsel retainer
How the engagement is structured
Six stages from initial consultation to a fully functioning retainer relationship.
Scope assessment and retainer design
Understanding the client's current legal affairs, recurring matters, risk profile, and medium-term plans. Defining whether the retainer is comprehensive (covering all legal matters) or domain-specific (NRI and succession affairs only; or corporate and commercial only). Identifying any immediate matters requiring attention. Drafting the engagement letter and retainer agreement, including the scope, fee, response commitments, term, and renewal terms.
Legal audit and document review
A structured review of the client's existing legal position — property documents, corporate records, contracts, succession documents, compliance standing, and any pending matters. This baseline audit enables informed advisory from day one and identifies gaps or risks requiring early attention. For NRI clients, this typically includes a review of property titles, POAs in force, succession instruments, and FEMA compliance position.
Priority access and defined availability
Retainer clients receive priority access. A defined response commitment is established in the retainer agreement — typically within 4 working hours for urgent matters and 24 hours for routine advisory. Communication is available by telephone, email, and video call. WhatsApp is available for time-sensitive communication. Time-zone accommodation is made for NRI clients and clients based outside India.
Proactive advisory and compliance management
Rather than waiting for instructions, the practice monitors the client's legal landscape and raises relevant developments proactively. For NRI clients: FEMA regulatory amendments, property registration process changes, succession law updates, and upcoming filing deadlines. For enterprises: ROC compliance calendar, contract renewal dates, IP registration renewals, DPDPA compliance requirements, and regulatory changes affecting the business. Proactive advisory is the principal advantage of a retainer over per-matter engagement.
Matter management and court representation
All legal matters — whether handled within the retainer, referred to specialist counsel for highly technical areas, or brought to court or tribunal — are managed from one point of accountability. Where matters require court appearance, arbitration, or tribunal attendance, representation is provided within the agreed retainer scope. Exceptional matters outside the scope — such as Supreme Court appearances in specialised areas — are handled as separately scoped instructions, communicated transparently in advance.
Annual review and renewal
At the end of each retainer year, the engagement is reviewed. Matters that arose during the year, the advisory patterns observed, and the client's evolving legal requirements are assessed together. The retainer is renewed at the agreed fee, or restructured — expanded in scope, narrowed, or adjusted for changed circumstances. The review meeting is also used to identify legal risks the client has not yet considered and to align the retainer scope with the coming year's priorities.
Who the retainer serves
NRI Families with India-Based Affairs
NRI and OCI families with property holdings, ongoing succession matters, family businesses, or significant India-related legal affairs in Kerala benefit most from continuous representation by a named advocate in India. The retainer provides a single point of accountability for all legal matters — without the need to engage a new lawyer for each transaction, filing, or dispute.
- Property and title management in Kerala
- Succession planning across multiple heirs and jurisdictions
- FEMA compliance monitoring and regulatory filings
- Power of attorney management and renewal
- Family trust and estate advisory
- Dispute prevention and early intervention
Kerala Enterprises and Emerging Companies
Startups, family businesses, and established enterprises that cannot justify the cost of a full-time in-house counsel hire — but need consistent, senior legal oversight — are the natural market for an Outside GC retainer. The practice provides GC-level advisory and governance at a fraction of the cost of a salaried in-house appointment, without the compliance burden of an employment relationship.
- Startup governance, founder agreements and early-stage legal infrastructure
- Contract management and vendor agreement review
- Corporate governance, board advisory and ROC compliance
- Fundraising instruments — CCPS, CCDs, term sheets
- IP strategy, trademark portfolio and DPDPA compliance
- Dispute management and early settlement advisory
The legal framework of the retainer
A retainer fee paid to an independent advocate in active practice is fully permissible under the Advocates Act, 1961 and the Bar Council of India rules. The arrangement is one of professional advisory — not employment. The advocate remains independent, maintains their own practice, and is not named as an employee or officer of the client entity.
This is entirely distinct from the role of an in-house counsel employed full-time by a company, which would be impermissible under Rule 49 of the Bar Council of India rules for an advocate in active practice. Luke & Luka's retainer model is structured to comply fully with all applicable professional obligations. The client receives GC-level advisory from a practitioner whose independence — and therefore whose ability to give frank, unconflicted advice — is structurally protected.
Common questions about the General Counsel retainer
Questions raised most often by clients considering a retainer engagement.
An Outside General Counsel (OGC) is an independent law firm or practitioner who acts as the client's General Counsel — their trusted, primary legal advisor across all matters — on a retainer fee basis rather than as a salaried employee. The OGC provides the same breadth of advisory service as an in-house General Counsel, but remains an independent professional. The model is well-established in the United States and United Kingdom, and is growing in India as businesses and NRI families recognise the value of continuous advisory over reactive engagement.
A per-matter engagement means you contact a lawyer when a problem arises, explain your full situation from the beginning, receive advice on that specific matter, and pay a fee for that instruction. A retainer means you have a named lawyer who already knows your affairs, is available when needed, monitors your legal landscape proactively, and charges a periodic retainer fee regardless of the volume of instructions in any given period. For clients with recurring legal needs — NRI families managing India-based assets, or businesses with ongoing contracts, compliance, and governance requirements — the retainer model is materially more efficient and produces better legal outcomes because advice is always informed by continuous knowledge of the client's affairs.
Yes. A retainer fee paid to an independent advocate in active practice is permissible under the Advocates Act, 1961 and the Bar Council of India rules. The arrangement is one of professional advisory, not employment. The advocate remains independent, maintains their own practice, and is not named as an employee or officer of the client entity. This is entirely distinct from the role of an in-house counsel employed full-time by a company, which would be impermissible under Rule 49 of the Bar Council of India rules for an advocate in active practice. Luke & Luka's retainer model is structured to comply fully with all applicable professional obligations.
Two principal client segments. First: NRI families with significant India-based legal affairs — property holdings in Kerala, succession planning across multiple heirs, ongoing FEMA compliance, family trusts, or business interests requiring continuous legal management. These clients benefit from having a named advocate in India who manages all legal matters on their behalf without needing to engage a different lawyer for each new matter. Second: Kerala enterprises at any stage of development — early-stage companies needing legal governance, family businesses professionalising their legal oversight, or established companies that cannot justify the cost of a full-time in-house counsel hire. The retainer provides General Counsel-level advisory at a fraction of the cost of a salaried in-house appointment.
The scope is defined at the outset of each engagement. A comprehensive retainer covers all legal matters arising in the client's affairs: contract review and drafting, regulatory compliance, property transactions, succession and estate planning, corporate governance, intellectual property advisory, dispute management, and court or tribunal representation where required. Domain-specific retainers — covering only NRI and succession affairs, or only corporate and commercial matters — are also available for clients with more focused requirements. Matters arising outside the agreed scope are handled as separate instructions, communicated transparently before proceeding.
The retainer fee is a periodic payment — monthly or annual — agreed in advance and covering the defined scope of advisory. It is not contingent on the volume of individual matters arising in any period. The fee is determined by the scope of the retainer, the complexity of the client's affairs, and the expected volume of instructions. The retainer agreement sets out the fee, the scope of advisory, the response time commitments, the term, and the renewal terms. Specific fee discussions follow an initial consultation once the client's requirements are understood.
Discuss a General Counsel retainer
Describe the nature of your legal affairs — whether NRI property and succession management, corporate advisory for your enterprise, or a combination — and the office will advise on whether a retainer is the right structure and what its scope would look like for your specific situation.
Submission of an enquiry does not create an advocate–client relationship. Please do not share confidential information until a formal engagement is confirmed.