What Is a Proforma Invoice — and When Should You Send One?

A proforma invoice is a quote that put on invoice clothes. Same boxes, same totals, same professional layout, but a different job: it confirms exactly what you'll deliver and what it will cost before anyone commits. We added an editable document title to our generator partly for this document, because relabeling an invoice as PROFORMA INVOICE is most of the work. The rest is knowing when to send one.

What is a proforma invoice?

A proforma invoice is a document a seller issues before delivery that states the goods or services offered, their prices, and the terms of the sale. The name comes from the Latin pro forma, 'for the sake of form'. It exists to be checked, approved, and filed away, not to be paid.

Three things separate a proforma from the real thing. It isn't a demand for payment, so a buyer's accounts-payable team won't book it. It doesn't go into your accounts either, so it creates no revenue, no VAT or sales-tax point, and no audit trail to explain later. And it isn't binding: until the buyer accepts the terms, pays a deposit, or raises a purchase order, either side can still walk away.

Say the order is $12,600: 40 oak side tables, Lisbon to Chicago. The buyer's bank wants a document before it releases funds, the freight forwarder wants weights and dimensions before it quotes shipping, and the proforma covers both so the deal keeps moving while the paperwork catches up.

Think of it as a dress rehearsal for the sale. Every line in place, nobody charging admission yet.

Proforma vs quote vs commercial invoice: what's the difference?

A quote proposes a price early in the conversation, a proforma invoice confirms the final deal before delivery, and a commercial invoice requests payment after the sale. The three documents can carry identical line items. What separates them is timing and legal weight, and only the commercial invoice belongs in your books.

Customs is where the difference stops being academic. Per trade.gov, the US International Trade Administration's site, the commercial invoice is a required document for export and import clearance, and officials in the buyer's country use it to assess import duties and taxes (2026 guidance). A proforma can open that conversation with a customs broker or an import-licensing office. It can't close it.

Why not send a detailed quote instead? Because invoice-shaped documents get processed. Your buyer can forward a proforma to a finance team, a customs broker, or a bank, and everyone knows what they're holding. A quote invites haggling; a proforma states the deal as agreed, so the buyer's side can approve it or turn it into a purchase order.

When should you send a proforma invoice?

Send a proforma invoice when a buyer needs the final numbers in writing before committing: international orders, deposits before production, and companies whose procurement teams can't pay without a purchase order. If your buyer has said yes but can't act yet, the proforma is the document that unsticks the deal.

• International orders. Overseas buyers often need a proforma to apply for an import license, arrange a letter of credit, or pre-clear customs paperwork before anything ships.
• Deposits before production. Say you're asking 30% down on a $4,800 order of 300 custom planters. The proforma puts the $1,440 deposit and the balance terms on paper before you buy a pound of clay.
• Some buyers literally cannot say yes without one. Procurement-run companies match every invoice to a purchase order, and the proforma is what triggers that PO.
• For first-time B2B customers, it forces every line, fee, and date onto one page while the relationship is still new.

Letters of credit deserve a special mention. When the buyer's bank issues one, the proforma is usually the document the bank works from, and every detail on it (quantities, prices, delivery window) gets checked against the credit later. A typo on the proforma becomes a discrepancy fee at the bank. Get the buyer to confirm the proforma in writing before any credit opens.

Routine domestic work rarely needs the ceremony. If you're a designer billing a client across town, send a straightforward quote and then the invoice when the work's done. Our invoice vs estimate guide maps which document fits each stage of a sale.

What should a proforma invoice include?

A proforma invoice carries everything the final invoice will: your details, the buyer's details, a reference number, dates, itemized lines with quantities and rates, taxes, the grand total, and the currency. Then add two things a normal invoice skips: a validity date for the prices, and an expected delivery or completion date.

• The words 'PROFORMA INVOICE' as the document title, so no AP clerk books it by mistake
• Your business name, address, and tax ID, plus the buyer's billing details
• A proforma reference number and issue date, kept separate from your invoice numbering
• Itemized lines: description, quantity, unit price, and line totals
• Subtotal, taxes, shipping charges, and the grand total with the currency spelled out
• Price validity, such as 'these prices hold until September 30, 2026', and the expected delivery date
• Deposit amount due now and how the balance gets billed

Our strong opinion: never send a proforma without a validity date. Material and freight prices move, and a proforma with no expiry is an anchor your buyer will use against you in six months.

Selling across borders adds three more fields. Customs brokers will ask for the HS code of each product (the 6-digit classification from the World Customs Organization's Harmonized System, which countries extend to 8 or 10 digits), the country of origin, and an Incoterm stating who pays for freight, insurance, and duties. Incoterms 2020, the current edition from the International Chamber of Commerce, contains 11 rules; FOB, CIF, and EXW are the ones you'll meet most. trade.gov's commercial-invoice guidance notes that the final commercial invoice builds on the proforma's information, and that including HS codes speeds clearance on both ends.

To skip the formatting, open a proforma-ready generator and fill in your lines. The document title comes pre-set, the PDF downloads straight from your browser, and there's no account to create.

Does a proforma invoice need an invoice number?

No, and it shouldn't share your invoice sequence. A proforma still needs a reference number so both sides can track it, but in much of the EU and the UK, tax invoices must run sequentially without gaps. A proforma parked inside that chain leaves a hole your accountant has to explain. Use a separate prefix, like PF-2026-041.

US rules are looser: sequential numbering is best practice there, not federal law. Keeping the sequences apart has a practical payoff too: delete or void a proforma and nothing breaks, while voiding a numbered tax invoice leaves a gap you have to explain. Either way, when the final invoice goes out, put the proforma number on it. That one habit kills the 'didn't we already pay part of this?' email chain before it starts.

Can you pay a proforma invoice?

Yes, and in international trade it happens constantly: buyers pay the deposit against the proforma so production can start. But the proforma never becomes a tax document, even once money moves. If you're the seller, issue the real invoice when you deliver, referencing the proforma number and crediting the deposit already paid.

Two cautions. First, bank transfers and payment links often reference the proforma number, so keep that number stable and unique. Second, don't mark a proforma as paid and treat it as a receipt; your buyer's accountant still needs a proper invoice for their records. When that final invoice goes out, how to write an invoice covers the fields that get you paid without a follow-up email.

And if a buyer asks you to mark the proforma paid instead of issuing an invoice, push back politely; their bookkeeper needs the real document, and you'll want the clean paper trail at tax time. Partial payments work the same way: the proforma states them, and the final invoice itemizes what was paid and what remains.

A proforma is a promise about the paperwork to come. Treat it with the same care as the real invoice and your buyer will too.

— Invvy Editorial Team

One honest limit: customs and tax rules vary by country, and we don't know yours. trade.gov publishes country commercial guides, and a licensed customs broker earns their fee on anything valuable or regulated. This article is general information, not legal or tax advice. For the field-by-field checklist on the document that follows the proforma, see what to include on an invoice.