Commercial Lawyer

A commercial lawyer is a specialist legal professional who builds the legal foundation of the commercial relationships at the heart of economic life and protects the structure of businesses and the rights of merchants.

By placing production, consumption and exchange within a legal framework, commercial law aims to ensure that the free market economy works safely for companies.

The complex structure of modern trade requires legal oversight across a wide range, from company formation to the transfer of negotiable instruments (cheques, promissory notes, bills of exchange), and from maritime trade to insurance.

The speed and dynamism of commercial life require disputes to be resolved under their own specific procedural rules.

With the spread of e-commerce, commercial law is no longer limited to domestic legislation and has become integrated with international norms.

Legal security for businesses is achieved not only when disputes arise but by analysing risks correctly at the contract stage.

Strengthening the legal foundation of your commercial activities, fighting unfair competition and professionally managing the collection of your commercial receivables are vital for the sustainability of your business.

Whenever you need a strategic partner to meet the complex obligations imposed by the legislation, Bursa Mudanya Law Office provides professional support with its specialist team.

What Is Commercial Law?

Commercial law is the body of rules governing commercial relationships between individuals and organisations. Although it is a sub-branch of civil law, it has its own (sui generis) rules because of the speed, trust and technical detail that commercial life demands.

Its main source, the Turkish Commercial Code No. 6102, places the commercial enterprise at its centre and regulates all commercial transactions.

Services Provided by a Commercial Lawyer

A commercial lawyer provides advice and representation across a wide range, from building businesses' legal framework to resolving commercial disputes.

The main services Bursa Mudanya Law Office offers its clients are:

• Formation of commercial companies, drafting of articles of association and registration,
• Management of mergers and acquisitions (M&A) and conversions,
• Drafting and revising commercial agreements (sale, franchise, agency, distribution),
• Enforcement and collection of commercial receivables arising from negotiable instruments such as cheques, promissory notes and bills of exchange,
• Filing and conducting unfair competition actions,
• Organising company general meetings and actions to annul their resolutions,
• Representing companies in mandatory mediation in commercial disputes,
• Managing e-commerce law, distance sales agreements and KVKK compliance.

The Commercial Enterprise and the Merchant

The cornerstone of commercial law is the commercial enterprise. Under the law, any unit that aims to make a profit, operates continuously and exceeds the threshold of a tradesman's business is a commercial enterprise.

A person who operates such an enterprise in their own name, even partly, is called a merchant (tacir).

Acquiring merchant status brings not only commercial privileges but also serious legal responsibilities.

Merchants that are legal entities (companies) take on the obligations of this status from the moment they are formed, and individual merchants from the moment they announce the opening of their business.

Rights and Obligations of Merchants

Being a merchant requires compliance with certain rules to ensure the security of commercial life:

• Registration in the trade registry: Every merchant must register their business and all necessary details in the Trade Registry.
• Choosing and using a trade name: Using and registering a trade name that distinguishes the business from others is both a right and a duty of the merchant.
• Keeping books: Merchants must record their commercial transactions and financial position in commercial books, such as the journal, general ledger and inventory book, in accordance with the law.
• Subject to bankruptcy: Merchants are subject to bankruptcy proceedings for all their debts.
• Acting as a prudent businessperson: The merchant's most important obligation. A merchant must foresee all the risks in their professional field and take every precaution; "I didn't know" or "I didn't notice" is not a valid defence for merchants.

Commercial Transactions and Commercial Rules

Whether a transaction is accepted as a "commercial transaction" determines which legal rules apply to the dispute. Matters governed by the Turkish Commercial Code and all acts concerning a commercial enterprise are commercial transactions.

Commercial transactions are subject to rules that differ from general law, such as the presumption of joint and several liability of debtors, the right to apply commercial interest and special limitation periods.

Commercial Contracts and Unfair Competition

Commercial life is built on contracts. Whether for the sale of goods or the supply of services, clearly defining the parties' rights and obligations is the most effective way to manage commercial risks.

Drafting and Reviewing Commercial Contracts

A professionally drafted commercial contract is the "strongest evidence" in a dispute. Contracts must carefully address not only price and delivery but also force majeure, termination conditions, penalty clauses and dispute resolution forums.

Particular attention should be paid to standard terms (standard-form contracts), bearing in mind that merchants are bound by every clause they sign because of their duty to act prudently.

Preventing Unfair Competition and Its Legal Consequences

Free competition is the rule in commercial law, but competition must comply with the principle of good faith.

Unfair competition means commercial practices contrary to good faith that affect relationships between competitors or between suppliers and customers.

• Disparaging others or their goods,
• Giving customers misleading information,
• Imitating others' names, trade names or trademarks (passing off),
• Obtaining trade secrets by unlawful means are the most common examples of unfair competition.

A merchant subjected to unfair competition can ask the court for a declaration that it exists, an order to stop it, the removal of its effects and compensation for the material and moral damage suffered.

Negotiable Instruments Law

Negotiable instruments are the most important tools in commercial life for replacing cash or spreading payment over a set term. Cheques, promissory notes and bills of exchange, governed by the Turkish Commercial Code, are known as "bills of exchange" (kambiyo senetleri) and lie at the centre of this discipline.

The defining feature of negotiable instruments is that the right cannot be separated from the document. If there is no instrument, the claim it embodies cannot be transferred or asserted. These instruments are subject to very strict formal requirements (signature, date, amount, etc.).

The slightest defect in the elements of a bill of exchange causes it to lose this special status.

The "attachment procedure specific to bills of exchange", which is very fast and effective in enforcement law, is a vital safeguard for merchants in collecting commercial receivables.

Commercial Disputes and Remedies

Disputes arising from commercial activities must be resolved faster than ordinary civil cases so as not to slow the wheels of the economy.

For this reason, the Turkish legal system provides special courts and mandatory remedies for commercial cases.

Mandatory Mediation in Commercial Cases

As of 2026, the most important mechanism bringing speed and efficiency to commercial disputes is mandatory mediation. Commercial receivables and compensation claims for the payment of a sum of money cannot be taken directly to court.

• Applying to a mediator before filing a lawsuit is a "precondition to suit".
• If a settlement is reached in mediation, the report is treated as having the force of a court judgment and provides a final resolution.
• Only if no agreement is reached does the route to court open.

Jurisdiction of the Commercial Courts

The Commercial Courts of First Instance are the centre for resolving commercial disputes. Disputes relating to the commercial enterprises of both parties, and matters expressly defined by law as "commercial cases" (annulment of company general meeting resolutions, bankruptcy proceedings, etc.), are heard in these courts.

Commercial courts have a better command of the technical details of commercial law than general courts and manage expert evidence within this expertise.

E-Commerce and International Legislation

In the 2026 world of trade, where borders have disappeared and digitalisation has peaked, commercial law now covers not only physical shops but also digital marketplaces.

E-commerce law has created a new area of legislation, from distance contracts and payment systems to data security and the liability of platform providers.

In addition, in cross-border sales of goods, international rules such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Incoterms (delivery terms) come into play.

Command of these rules in export and import processes enables businesses to protect their rights in international disputes.

Conclusion

A commercial lawyer is the most important strategic partner, ensuring that the global economy and the local market turn safely for your business.

Every stage of commercial life — from the responsibilities of merchant status and the technical details of negotiable instruments to fighting unfair competition and e-commerce regulation — requires a professional legal approach.

Acting as a prudent businessperson means anticipating the legal risks of the legislation and taking precautions in advance. A poorly drafted contract or a commercial move with a procedural error can put years of work at risk.

To secure your commercial assets, resolve disputes by the fastest route and run a fully compliant operation, Bursa Mudanya Law Office is at your side.

Frequently Asked Questions