Quick Answer: Proforma vs Commercial Invoice
"Here's what the order will cost: $12,500 for 500 units, FOB Shanghai. Valid for 30 days."
"Invoice #CI-2026-047: $12,500 due in 30 days for 500 units shipped by sea."
Need to create one? Generate a Proforma Invoice or Generate a Commercial Invoice
Which one do I need?
- The sale is not final yet, you want payment in advance, or the buyer is arranging a letter of credit → Proforma invoice
- The goods are sold and shipping now → Commercial invoice
- You are sending product samples, gifts or returns — nothing is being sold → No commercial value invoice guide
Comparing a proforma with a regular invoice, a quote or an estimate? That is a different question — see proforma invoice vs invoice, which covers all four documents.
Spelling: proforma, pro forma and pro-forma are all used for the same document; “performa” is a misspelling. More in what a proforma invoice is.
FedEx: commercial invoice or pro forma invoice?
What FedEx itself says, quoted from fedex.com (read September 25, 2026):
- What each document is. FedEx's US shipping FAQ: “The content of the Commercial Invoice is almost always the same as the Pro Forma Invoice. However, the final sale price may vary with the Pro Forma Invoice, as the Pro Forma Invoice is issued before the actual sale takes place.” and “The purpose of a Commercial Invoice is to request payment for items that have actually been sold by showing the amount that should actually be paid.” (FedEx shipping FAQs)
- When FedEx mentions a pro forma. FedEx's UK customs-documents page lists a pro forma invoice “For shipments of free goods such as product samples, catalogues or products not intended for sale”, and adds: “However, not all countries/territories accept pro-forma invoices and we recommend preparing a commercial invoice in every case as it requires no extra effort” (FedEx UK, customs documents).
- No zero value. The same FedEx UK page: “A value of customs is required, even if there is no transactional value for the goods being shipped (Zero value is not acceptable)”.
- FedEx's own tools can create either document. FedEx Electronic Trade Documents offers “I want FedEx to help me create a commercial invoice” and “I want FedEx to help me create a pro-forma invoice”, and FedEx says: “You can either choose to take advantage of the Commercial Invoice generated by FedEx or use your own.” It also notes: “Not all countries and territories accept Electronic Trade Documents (ETD) shipments.” (FedEx Electronic Trade Documents)
Preparing your own document instead? The Commercial Invoice Generator makes a commercial invoice PDF, and its Document Type can be set to Proforma; the no commercial value invoice guide shows the settings for product samples, gifts and returns. For a pro forma sent before a sale, as a quote or a prepayment request, use the Proforma Invoice Generator.
This guide is independent of FedEx. Check FedEx's current instructions for your account, shipment and destination before you ship.
Visual Comparison: Proforma vs Commercial Invoice
The difference comes down to where each document sits in the trade cycle. The proforma comes first as a proposal; the commercial invoice follows as the record of the sale.
PROFORMA INVOICE
"Preliminary invoice"
- Timing: Before the sale is final
- Legal status: Depends on acceptance
- UK books: Not recorded (HMRC)
- US customs: Fallback only
COMMERCIAL INVOICE
"Invoice for the shipment"
- Timing: When the goods ship
- Legal status: Records the sale
- UK books: Recorded
- US customs: Required per shipment
The International Trade Document Flow
Buyer asks the seller for pricing and terms on specific goods.
Seller sends a proforma invoice detailing goods, pricing, delivery terms and a valid-until date.
Buyer accepts, pays in advance or arranges a letter of credit on the basis of the proforma.
Seller dispatches the goods and prepares the shipping documents.
Seller issues a commercial invoice with the final amounts, which accompanies the shipment.
The commercial invoice goes with the import entry; the buyer pays any balance on the agreed terms.
When to Use a Proforma vs Commercial Invoice
Each document serves a distinct purpose in the trade cycle. Here is a clear breakdown of when each applies.
📄 Use a Proforma Invoice When...
- You are giving a price quotation to a potential buyer in invoice format
- You want payment in advance: HMRC describes the pro-forma as “the document against which payment is invited” (UK, VATREC9010)
- The buyer needs a priced document to arrange a letter of credit or internal approval
- You need to outline terms before the buyer commits to a purchase order
- The final price, quantity or delivery terms are still being negotiated
- You are sending samples, gifts, or goods with no commercial value: in the US, merchandise “not intended for sale or any commercial use in its imported condition or any other form” is exempt from the commercial-invoice rule, and a pro forma invoice is filed if no invoice is available (19 CFR 141.83(d))
📋 Use a Commercial Invoice When...
- Goods have been sold and shipped and you are billing for them
- The shipment will be imported — in the US, “a commercial invoice shall be filed for each shipment of merchandise not exempted” (19 CFR 141.83(c))
- You need to state the price of each item, the charges and the country of origin for the import (US: 19 CFR 141.86)
- You need the invoice that goes into your books — HMRC says the pro-forma has no place there (UK)
- You received payment against a proforma: in the UK a full VAT invoice is due within 30 days, and the tax point follows the normal rules (VATREC9020)
Key Differences: Proforma vs Commercial Invoice
Side by side, with the jurisdiction named wherever a rule is quoted. US rows come from the eCFR (Title 19 up to date as of September 23, 2026); UK rows from HMRC; the EU row from the consolidated VAT Directive.
| Feature | Proforma Invoice | Commercial Invoice |
|---|---|---|
| Purpose | An offer, or a request for payment in advance, before the sale is final | The invoice for goods actually sold and shipped |
| Legal status | Depends on its wording, on the buyer’s acceptance and on the law that applies — see legal status (CISG) | Issued under a sale that has already been agreed |
| US customs | Filed only when no commercial invoice is available, or for goods exempt from the commercial-invoice rule (19 CFR 141.83(d), 141.91) | “A commercial invoice shall be filed for each shipment of merchandise not exempted” (19 CFR 141.83(c)(1)) |
| UK books of account | “No place in the books of account of the trader either issuing or receiving it” (HMRC VATREC9010) | Records the supply; the invoice is the accounting document |
| UK VAT | “Cannot be used as evidence to reclaim input tax” (VAT Notice 700, 17.3) | After payment or supply, a full VAT invoice is due within 30 days; “The tax point will follow the normal rules” (VATREC9020) |
| Title | Marked “pro-forma”; HMRC suggests adding “This is not a VAT invoice” | Titled as an invoice, with its own invoice number |
| Changes | Send a revised proforma — there is no invoice to credit | Corrected with a credit or debit note; in the EU a document that amends the invoice “shall be treated as an invoice” (Directive 2006/112/EC, Art. 219) |
| Payment | Invites payment — HMRC: “the document against which payment is invited” (UK, VATREC9010) | States the amount due on the agreed terms |
For a deep dive into commercial invoices, see our complete commercial invoice guide and commercial invoice vs invoice. For proforma details, read what is a proforma invoice.
Fields Compared: Proforma vs Commercial Invoice
A proforma has no single legal field list — it just has to be clear enough for the buyer to accept or pay against. The commercial invoice is where customs rules bite: for US imports, 19 CFR 141.86 lists what every invoice must show. Want to see a proforma laid out? Download the blank proforma invoice template (Word, Excel, PDF) with filled samples.
Proforma Invoice Fields
- Title
“Proforma invoice” (or pro-forma). HMRC: pro-forma invoices “should always be clearly described as such”.
- Seller details
Company name, address and contact information
- Buyer details
Buyer's name, address and contact information
- Reference number and date
Your own proforma number (a separate prefix such as PI- keeps it out of your invoice sequence)
- Item description
Goods or services, quantity and unit price
- Total value and currency
The amount you are asking the buyer to approve or prepay
- Delivery terms
For goods: an Incoterms® rule with a named place (e.g. FCA Porto, Incoterms® 2020)
- Valid until
The date the offer expires
- HS codes (optional)
If you add them, use the same codes on the commercial invoice
Commercial Invoice Fields
- Title and number
Titled as an invoice, with a unique invoice number (e.g. CI-2026-001)
- Seller details
Legal name, address and tax ID where one applies (VAT, EIN, GST number)
- Buyer details
Legal name, address, tax ID, and the importer of record if different
- Date of issue
For UK VAT the tax point follows the normal rules, not simply the proforma's date (VATREC9020)
- Detailed description
US: the name by which each item is known, grade or quality, marks and numbers (19 CFR 141.86(a)(3))
- Quantities and prices
US: quantities and “the purchase price of each item in the currency of the purchase” (141.86(a)(4)-(5))
- Charges and discounts
US: freight, insurance, commission, packing and every discount itemized (141.86(a)(8), (g))
- Country of origin
US: “The country of origin of the merchandise” (141.86(a)(10))
- Packing detail
US: what merchandise is in each package (141.86(e))
- Language
US: English, or with an accurate English translation attached (141.86(d))
- Delivery and payment terms
Incoterms® rule with place, due date and payment method
Common Mistakes to Avoid
Frequent errors when handling proforma and commercial invoices in international trade.
Shipping With Only a Proforma
The Mistake: Sending goods that were sold with only the proforma in the paperwork.
Why It Matters: In the US, entry without the required invoice is accepted only under conditions, including a bond, and the invoice must still be produced later (19 CFR 141.91).
The Fix: Issue a commercial invoice once the goods ship. Keep the proforma for the pre-sale stage.
Recording Proforma Invoices as Sales
The Mistake: Entering a proforma invoice in your books as a sale or receivable.
Why It Matters: HMRC says a pro-forma invoice has “no place in the books of account” of either side (UK, VATREC9010) — nothing has been supplied yet.
The Fix: Track proforma invoices in a separate log. Record the sale when you issue the invoice for it.
Omitting "PROFORMA" from the Title
The Mistake: Sending a proforma invoice that simply says "Invoice".
Why It Matters: HMRC says pro-forma invoices “should always be clearly described as such and should preferably be endorsed ‘This is not a VAT invoice’” (UK, VATREC9010).
The Fix: Label it clearly. Our proforma invoice generator starts with the title “PROFORMA INVOICE” and prints a notice that the document “does not hold fiscal value”.
Changing Prices Without a Revised Proforma
The Mistake: The commercial invoice shows different amounts or terms from the proforma the buyer paid or arranged finance against.
Why It Matters: The buyer's payment, approval or letter of credit was based on the proforma; if a credit is involved, the documents the bank examines are set by its terms.
The Fix: If pricing changes, issue a revised proforma and get it agreed before you ship.
Missing Country of Origin on Commercial Invoices
The Mistake: Leaving out where the goods were made.
Why It Matters: For US imports every invoice must set forth “The country of origin of the merchandise” (19 CFR 141.86(a)(10)).
The Fix: Give the country of origin for every line. Our commercial invoice generator has an Origin and an HS Code field on each item.
Using the Same Number Sequence for Both
The Mistake: Numbering proforma and commercial invoices in one sequence (INV-001 for a proforma, INV-002 for an invoice).
Why It Matters: Your invoice sequence then contains documents that were never invoices, which makes it harder to reconcile.
The Fix: Use separate prefixes: PI- for proforma (PI-2026-001) and CI- for commercial invoices (CI-2026-001). See our invoice numbering guide.
Frequently Asked Questions
Is a commercial invoice the same as a proforma invoice?
No. A proforma invoice is sent before the sale is final — as a quote, or to invite payment in advance — and is not the invoice for the sale. A commercial invoice is issued for goods actually sold and shipped and goes with the shipment. In the US, customs require a commercial invoice for each shipment unless an exemption applies (19 CFR 141.83(c)); in the UK, HMRC says a pro-forma invoice cannot be used to reclaim input tax (VAT Notice 700, section 17.3).
What is the difference between a proforma invoice and a commercial invoice?
Timing and purpose. The proforma comes first and describes what will be supplied if the buyer accepts or pays; the commercial invoice records what was actually sold and shipped, with the details customs work from, such as each item's price, the country of origin and packing details (19 CFR 141.86 in the US). You normally issue both: the proforma to agree the deal, the commercial invoice when the goods ship.
Does FedEx want a commercial invoice or a pro forma invoice?
FedEx's UK customs-documents page lists a pro forma invoice "For shipments of free goods such as product samples, catalogues or products not intended for sale", but adds that "not all countries/territories accept pro-forma invoices and we recommend preparing a commercial invoice in every case as it requires no extra effort". The same page says a customs value is required and "Zero value is not acceptable" (FedEx UK, read September 25, 2026). FedEx's Electronic Trade Documents service can create either document for you, or you can use your own. This guide is independent of FedEx.
Can a proforma invoice be used for customs clearance?
In the US only as a fallback. If the required commercial invoice is not available when the entry is filed, CBP accepts the entry only under conditions — the failure to produce it must be due to a cause beyond the importer’s control, and the importer files a written declaration, any seller's or shipper's invoices available (or, if none, a pro forma invoice in the form set out in 19 CFR 141.85) and a bond — and the required invoice must then be produced within 120 days, or within 50 days if it is needed for statistical purposes (19 CFR 141.91). For goods exempt from the commercial-invoice rule, such as merchandise not intended for sale, a pro forma invoice is filed when no invoice is available (141.83(d)). Other countries set their own rules; ask your customs broker.
Does a proforma invoice create a legal obligation to pay?
It depends on its wording, on whether the buyer accepts it and on the law that applies. Under the UN Convention on Contracts for the International Sale of Goods (CISG), a sufficiently definite proposal that shows an intention to be bound is an offer (Art. 14) and a contract forms on acceptance (Art. 18); national law may differ. Our guide to what a proforma invoice is quotes both articles.
Should I record a proforma invoice in my accounting books?
For the UK, HMRC says a pro-forma invoice “in normal circumstances, cannot be considered to be an accounting document and has no place in the books of account of the trader either issuing or receiving it” (VATREC9010). If payment is made and the goods or services are supplied, a VAT invoice should be issued for accounting purposes. Elsewhere, follow your local accounting rules.
When does a proforma invoice become a commercial invoice?
It doesn't. Once the buyer accepts the terms and the goods ship, you issue a separate commercial invoice with its own invoice number, the final prices and the fields your destination requires. In the UK, HMRC says a full VAT invoice must be issued within 30 days after the issuer of a pro-forma invoice receives payment or makes the supply (VATREC9020). The commercial invoice can quote the proforma number as a reference.
Do proforma invoices need a unique number?
Giving each proforma its own reference number is good practice: both parties can quote it, and the commercial invoice can refer back to it. Use a separate sequence (for example PI-2026-001) so proforma numbers never appear in your invoice numbering.
Which document does a bank need for a letter of credit?
It depends on the credit. The buyer may arrange the letter of credit on the basis of your proforma, but the documents the bank examines when you present for payment are set by the terms of that credit, so check them before you ship. Usage differs by contract.
The information provided in this guide is intended for general educational and informational purposes only. Customs regulations, import/export requirements, and tax laws vary significantly by country and jurisdiction, and they change. The US and UK rules quoted here were checked against the official sources on September 25, 2026.
This content does not constitute professional legal, customs, accounting, financial, or tax advice. For advice specific to your business, trade routes or situation, consult a qualified professional such as a licensed customs broker, an international trade attorney, an accountant, or a freight forwarder.