International trade documents

Pro Forma Invoice vs Commercial Invoice

A pro forma invoice is a preview a seller sends before goods ship — used for quotes, deposits, and import permits. A commercial invoice is the real, customs-grade invoice that travels with the shipment and triggers payment.

TL;DR

Pro forma is a non-binding 'draft invoice' used to give a buyer a quote, secure a deposit, or apply for import permits. Commercial invoice is the binding, customs-grade document used to clear goods, settle payment, and file taxes.

Pro Forma Invoice

A preview — issued before goods ship

A pro forma invoice is a preliminary bill of sale that looks like an invoice but isn't a request for payment. Buyers use it to apply for letters of credit, pay deposits, get import permits, or arrange financing. It's not entered into accounts payable and doesn't trigger VAT/sales tax obligations.

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Commercial Invoice

The real document — accompanies the shipment

A commercial invoice is a legally binding invoice for an international (or domestic) sale. It's the document customs uses to assess duties, the buyer uses to pay, and accounting uses to record the transaction. It must include HS codes, country of origin, Incoterms, and full party details.

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Pro Forma vs Commercial Invoice at a glance

Attribute	Pro Forma Invoice	Commercial Invoice
Purpose	Quote / pre-shipment estimate	Final bill, customs clearance
Legally binding?	No	Yes
Triggers payment?	Often yes (deposit), but not a true AP entry	Yes — recorded in AR/AP
Customs accepts?	Sometimes for import permits	Required for customs clearance
VAT / sales tax	No tax obligation	Triggers VAT/sales tax
Required fields	Goods, estimated value, Incoterms, validity	+ HS codes, country of origin, exporter ID, signed by seller
Can be amended?	Freely until accepted	Only via credit/debit note
Typical use	PFI sent to buyer to apply for letter of credit	Commercial invoice attached to bill of lading at shipping

When to use which

Send a pro forma invoice when…

The buyer needs official-looking pricing before goods or money move.

Buyer needs to apply for a letter of credit or import permit
You want a deposit or down-payment before production
Cross-border quote where the buyer needs an estimate of duties
Internal budget approval at the buyer's company

Send a commercial invoice when…

Goods are about to ship or have shipped — and you need to be paid and clear customs.

Any international shipment (required by customs)
Final billing for goods delivered
Recording the sale in your accounting system
Reporting VAT, sales tax, or export documentation

Frequently asked questions

Can a pro forma invoice be used for customs?

Sometimes for import permit applications, but it can never replace a commercial invoice for actual customs clearance. Customs needs the binding, signed commercial invoice with HS codes, country of origin, and Incoterms.

Can I send a pro forma instead of an invoice if the buyer hasn't paid?

Yes — that's exactly what a pro forma is for. Sending a pro forma keeps the document non-binding and out of your accounts receivable until the buyer commits and you ship the goods, at which point you reissue it as a commercial invoice.

Does a pro forma invoice need to be paid?

Not legally — it's not a demand for payment. But in practice, many sellers use a pro forma to request a deposit or upfront payment. Once the buyer pays and goods ship, the pro forma is replaced by a commercial invoice.

What's required on a commercial invoice for export?

Seller and buyer details, invoice number and date, Incoterms (FOB, CIF, DDP…), description and HS code of each item, quantity and unit value, total invoice value, currency, country of origin, and the seller's signature. Missing any of these can hold up customs clearance.

Related comparisons

Invoice vs Quote / Estimate: What's the difference?

A quote sets expectations before work; an invoice collects payment after.

Credit Note vs Debit Note: What's the difference?

Credit notes lower an invoice; debit notes raise it.

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