When do you need a proforma invoice?
A proforma invoice is useful whenever the buyer needs a priced, invoice-style document before the sale is final. The most common cases:
Payment in advance
You want to be paid before you ship or start work. HMRC says the pro-forma invoice “provides the document against which payment is invited”; if payment is made, the goods or services are supplied and a VAT invoice follows (UK, VATREC9010).
Price quotations
A proforma sets out the goods, quantities, prices and a valid-until date in invoice layout, so the buyer sees exactly what the final invoice will look like. For a plain quote, see our guide to writing a quote.
Budget approval
Purchasing departments often need a priced document to approve a purchase before they commit to a purchase order.
Letters of credit and import paperwork
If the buyer arranges a letter of credit on the basis of your proforma, the rules that apply depend on the credit — see below.
Samples, gifts and returns
When nothing is sold, there is no sale to invoice. For US imports of merchandise not intended for sale, a pro forma invoice is filed when no invoice is available (19 CFR 141.83(d)). See the no commercial value invoice guide.
Services with a deposit
Designers, consultants and contractors send a proforma to request a deposit before work starts. More below.
What a proforma invoice is — and is not
HMRC's definition is a useful one even outside the UK: “Pro-forma invoices may be broadly defined as commercial documents that contain some or all of the information normally contained on an invoice, but which do not fulfil that primary function” — the primary function of an invoice being “to provide formal confirmation of a specified supply of goods or services” (HMRC VATREC9010).
In practice that means a proforma describes a supply that has not happened yet. It “details the goods or services which will be supplied if payment is made”, and HMRC adds that pro-forma invoices “should always be clearly described as such and should preferably be endorsed ‘This is not a VAT invoice’”. Once the sale happens, you issue the real invoice; for exports that is the commercial invoice.
Proforma, pro forma, pro-forma — or performa?
All of the first three are in use for the same document. Cambridge Dictionary lists pro forma invoice, “also proforma invoice” (Cambridge); HMRC writes pro-forma invoice (VAT Notice 700); and the US customs regulations use pro forma invoice — though there it names a specific form, the importer's statement of value filed when no commercial invoice is available (19 CFR 141.85, 141.91), not a general definition.
“Performa” (and “proform” or “profoma”) is not one of these spellings: it is a misspelling of the same word.
In other languages
What the two documents are called in other languages, from the EU's terminology database (IATE), the Government of Canada's terminology bank (TERMIUM Plus) and two customs authorities, read September 25, 2026. These sources record terms; they are not tax or customs rules.
| Language | Proforma invoice | Commercial invoice | Source | Our page |
|---|---|---|---|---|
| Deutsch | Pro-forma-Rechnung (IATE: Proforma-Rechnung) | Handelsrechnung | zoll.de, IATE 1239588 | proforma invoice template proforma vs commercial invoice |
| Norsk | proformafaktura | handelsfaktura | Tolletaten (toll.no) | proforma invoice template |
| Español | factura pro forma (also: factura proforma) | factura comercial | TERMIUM Plus, IATE 1101908 | proforma invoice template |
| Français | facture pro forma (IATE also: facture pro-forma) | facture commerciale | TERMIUM Plus, IATE 1239588, IATE 1101908 | — |
| Ελληνικά | προτιμολόγιο | εμπορικό τιμολόγιο | IATE 1239588, IATE 1101908 | — |
| Română | factură pro forma | factură comercială | IATE 1239588, IATE 1101908 | — |
Is a proforma invoice legally binding?
On its own it is not a contract. It can be an offer, and whether a contract forms depends on its wording, the buyer's acceptance and the law that applies.
For international sales of goods, the UN Convention on Contracts for the International Sale of Goods (CISG) “applies to contracts of sale of goods between parties whose places of business are in different States” when those States are Contracting States, or when the rules of private international law lead to the law of a Contracting State (Art. 1(1)). Two of its articles fit a proforma closely:
“A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.”
CISG, Article 14(1)
“A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.”
CISG, Article 18(1)
So a proforma addressed to a specific buyer, naming the goods, quantity and price, can be an offer; the buyer's assent — a signed copy, a purchase order or, in some circumstances, payment (Art. 18(3)) — can turn it into a contract. Caveats: the parties may exclude the CISG (Art. 6), it does not apply to goods bought for personal, family or household use (Art. 2), and domestic sales follow national law, which may differ. Text quoted from the UNCITRAL official edition of the CISG. For a real dispute, ask a lawyer in the relevant country.
How long is a proforma invoice valid?
As long as the date the seller writes in Valid until. There is no general legal period: the seller chooses how long it can hold the prices, and after that date the offer lapses and a new proforma is needed. Our proforma invoice generator pre-fills Quote Valid Until 30 days from the issue date, and you can change it.
Under the CISG, an offer that fixes a time for acceptance is also relevant to revocation: an offer cannot be revoked “if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable” (Art. 16(2)(a)). If you want to keep the right to withdraw your prices before the date, say so in your terms.
Proforma invoices for services
A proforma is not only for goods. Service businesses use it to ask for a deposit or an advance before work begins: list the work at its agreed price, state the deposit you need (for example 50% to start) and when the balance will be invoiced, and add a valid-until date. When the work is done — or when payment is received, depending on your tax rules — issue the actual invoice. In the UK, HMRC says that once the issuer of a pro-forma invoice receives payment or makes the supply, “a full VAT invoice must be issued within 30 days” and “The tax point will follow the normal rules” (VATREC9020).
Export, customs and letters of credit
Letters of credit
If the buyer applies for a letter of credit on the basis of your proforma, describe the goods, quantities, prices and delivery terms as you expect them to appear on the final documents. Which documents the bank examines when you present for payment — and how strictly — is set by the terms of that credit and the rules it incorporates; usage differs by contract, so read the credit before you ship.
Customs
A proforma does not replace the commercial invoice for a sale. For US imports, “A commercial invoice shall be filed for each shipment of merchandise not exempted” (19 CFR 141.83(c)). A pro forma invoice comes in only where no invoice is available — for exempt goods such as merchandise not intended for sale (141.83(d)), or when a required invoice is missing at entry, under conditions that include a bond, with the invoice to be produced within 120 days, or 50 days if needed for statistical purposes (141.91). Other countries have their own rules; your customs broker will know them. For samples and gifts, see the no commercial value invoice guide.
Incoterms & logistics
The Incoterms® rule on a proforma for goods sets where the seller delivers, when the risk of loss or damage passes to the buyer and which transport costs the seller pays, so it decides what the quoted price has to cover. HMRC's customs valuation guidance describes the rules; four examples:
| Term | Full Name | Where the seller delivers (HMRC) | What the seller's price covers |
|---|---|---|---|
| EXW | Ex Works | The seller “places the goods at the disposal of the buyer at the seller’s premises or at another named place”. | The goods only: the seller “does not need to load the goods on any collecting vehicle” or clear them for export. |
| FOB | Free on Board | “On board the vessel nominated by the buyer at the named port of shipment”; risk passes when the goods are on board. | The goods delivered on board at the port of shipment; “The buyer bears all costs from that moment onwards.” |
| CIF | Cost, Insurance and Freight | “On board the vessel”, at shipment; risk passes “when the products are on the ship”. | Delivery on board plus “the costs and freight necessary to bring the goods to the named port of destination” and insurance on “minimum cover” only. |
| DDP | Delivered Duty Paid | At the named place of destination, “cleared for import on the arriving means of transport ready for unloading”. | All costs and risks to the destination, export and import clearance and “any duty for both export and import”. |
Source: HMRC, Incoterms (customs valuation guidance), read 25 September 2026. The full rules are in ICC's Incoterms® 2020 rules (ICC). Write the rule, the named place and the edition on the proforma. ICC recommends the wording “[the chosen Incoterms Rule followed by the named place] Incoterms® 2020”, for example “FCA 33 avenue Président Wilson, Paris, France, Incoterms® 2020” (ICC trademark and copyright policy).
Proforma vs commercial invoice vs quotation
A quotation and a proforma both come before the sale; the proforma is laid out like the final invoice and is often used to ask for payment in advance. The commercial invoice comes after, for the goods actually sold and shipped, and is the one customs work from. Two guides compare them in detail: proforma vs commercial invoice and proforma invoice vs invoice (which also covers quotes and estimates).
What to include on a proforma invoice
There is no universal legal list of proforma fields — the document only has to be clear enough for the buyer to approve or pay against, and clearly marked as a proforma. Banks and customs set content only where they are involved: a letter of credit sets its own document terms, and for US imports the pro forma invoice has a set form (19 CFR 141.85). The common fields are:
- Title: “Proforma invoice”, ideally with “This is not a VAT invoice” (HMRC's suggestion for the UK).
- Proforma number, date and Valid until: your own reference, the issue date and the expiry date of the offer.
- Seller and buyer: names, addresses, contact details and tax numbers where relevant.
- Goods or services: description, quantity, unit price and amount. For exports, add the HS code and country of origin to the description if the buyer needs them.
- Totals and currency: subtotal, any discount, tax only if it applies, shipping, and the total, with the currency stated. For several currencies, see our multi-currency invoice generator.
- Delivery terms: for goods, an Incoterms® rule with its named place and edition.
- Payment details: bank details, and the deposit or advance you are asking for.
Typical terms and conditions (drafting examples)
Adapt these to your deal; they are examples, not legal wording:
- Validity: “Prices valid until [date]. After that date this proforma lapses.”
- Advance payment: “[100% / 50%] payable in advance by bank transfer; goods ship / work starts on receipt of payment.”
- Delivery time: “Dispatch within [x] weeks of receipt of payment.”
- Delivery terms: “[FCA Porto], Incoterms® 2020.”
- Bank charges: “Bank charges outside the seller's country are paid by the buyer.”
- Status: “This is a proforma invoice, not a VAT/tax invoice. A final invoice will be issued on [payment / shipment].”
How to create a proforma invoice (5 steps)
Follow these steps for an international sale of goods. Use our free generator tool to fill in the document and download the PDF.
Verify Compliance Requirements
Check the destination country's specific import regulations. Determine if special licenses, certificates, or declarations are required for your product category.
Assign HS Codes
Classify your products using the correct Harmonized System (HS) codes. In our proforma generator, type the code into the item description; the commercial invoice generator has a dedicated HS Code field.
Define Incoterms
State the Incoterms® rule with its named place and edition, for example “FCA Porto, Incoterms® 2020”. This determines who pays for transport and insurance and where risk passes.
Set Validity Period
Write a valid-until date so the offer expires and you are not held to old prices. Understanding standard payment terms can help you set the payment side.
Generate & Send
Create the PDF and send it to the buyer for approval, prepayment or a letter of credit application. Keep a copy for your records. For a broader overview of invoice creation, see our step-by-step invoice guide.
Editable file or generated PDF?
Editable Word or Excel files are good for drafting and for businesses that keep their own layout. What you send to a buyer is usually best as a PDF, so the layout does not shift on the buyer's screen.
Manual templates
With a blank template you type every figure yourself, so check the arithmetic — our Excel version calculates the line amounts, subtotal, tax and total for you.
The generator
The proforma generator calculates the totals and, when the document type is Proforma, prints the notice “This document is a proforma invoice and does not hold fiscal value.” When the sale is final, create the commercial or tax invoice separately — each generator keeps its own draft in your browser, so the data is entered again there.
Ready for Shipment?
Once the proforma is accepted and the goods are dispatched, issue the commercial invoice for the sale.
Frequently Asked Questions
Is a preliminary or provisional invoice the same as a proforma invoice?
People often use the words loosely. A proforma invoice is issued before the sale is final and is not the invoice for the sale; a document called a “preliminary” or “provisional” invoice has no single definition we can cite, so it means what your contract or the issuer says it means — usage differs by contract. What matters is whether the document is meant to be the invoice for a supply that has happened.
Can you issue a credit note against a proforma invoice?
There is nothing to credit. A credit note corrects an invoice — in the EU, “any document or message that amends and refers specifically and unambiguously to the initial invoice shall be treated as an invoice” (VAT Directive 2006/112/EC, Art. 219) — and a proforma is not an invoice: HMRC says it “cannot be considered to be an accounting document” (VATREC9010). If the offer changes, send a revised proforma or withdraw it; if a real invoice has already been issued, correct that invoice with a credit note.
Is a proforma invoice a tax invoice? Can it show VAT or GST?
No, it is not a tax invoice. In the UK, HMRC says pro-forma invoices “cannot be used as evidence to reclaim input tax, even if they show all the details required for a VAT invoice” and should be clearly marked “this is not a VAT invoice” (VAT Notice 700, section 17.3). So a proforma may show the VAT it expects to charge, but the buyer reclaims VAT only on the proper VAT invoice issued later. The PDF from our generator prints: “This document is a proforma invoice and does not hold fiscal value. A formal tax invoice will be issued upon receipt of payment.” Other countries have their own rules.
Should proforma invoices be recorded in the general ledger?
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). Record the sale when the invoice for it is issued. Outside the UK, follow your local accounting rules.
Can a proforma invoice be used for customs?
Sometimes, and not in place of the commercial invoice for a sale. For US imports, a commercial invoice is required for each shipment unless an exemption applies; for exempt goods such as merchandise not intended for sale, a pro forma invoice is filed when no invoice is available (19 CFR 141.83(c)-(d)), and if a required invoice is missing at entry, a pro forma invoice can be filed under conditions that include a bond (19 CFR 141.91). Other countries set their own rules.
What is the role of a proforma invoice in a letter of credit?
The buyer may apply for a letter of credit on the basis of the seller's proforma, but which documents the bank examines when the seller presents for payment is set by the terms of that credit, so check them before shipping — usage differs by contract.
What is the difference between a proforma invoice and a commercial invoice?
The proforma comes before the sale is final and describes what will be supplied; the commercial invoice is issued for the goods actually sold and shipped and travels with them. In the US, customs require a commercial invoice for each shipment unless an exemption applies (19 CFR 141.83(c)).
How do I create a proforma invoice for free?
Use our free generator: enter your details and the buyer's, choose Proforma or Quote, set the Quote Valid Until date, add your line items (type any HS code into the description), add terms and payment details, and download the PDF. No signup. Or download the blank template in Word, Excel or PDF.
Legal & Financial Disclaimer
Information Only: The content provided in this guide is for general educational and informational purposes only. It does not constitute legal counsel, tax advice, accounting guidance, or binding customs consultancy. MyInvoiceTemplate assumes no liability for any actions taken based on this information.
Variation by Jurisdiction: Trade regulations (VAT rules, Customs Duties, Embargoes, and import/export requirements) vary significantly by country and are subject to change without notice. The UK, US, EU and CISG texts quoted here were checked against the official sources on September 25, 2026. Professional Verification: We strongly recommend consulting with a certified Customs Broker, Licensed CPA, or International Trade Attorney before executing cross-border transactions.