Proforma invoice against commercial invoice
These two carry almost identical fields, which is exactly why the wrong one gets sent. The difference is not what is on them but when they exist: a proforma precedes the sale, a commercial invoice records it.
Before the goods ship, and the buyer needs a document to act on — open a letter of credit, apply for an import licence, raise a purchase order — send a proforma. Once the goods have shipped, customs values them on the commercial invoice, and a proforma will not do.
| Proforma Invoice | Commercial Invoice | |
|---|---|---|
| When issued | Before the sale is final | When the goods ship |
| What it is | A quotation in invoice form. Usually treated as an offer. | A record of a sale that has happened. |
| Customs | Not a valuation document. Will not clear goods. | The document duty is assessed on. |
| Payment | Not a demand for payment. | A demand for payment. |
| Letter of credit | What the credit is opened against. | What is presented under the credit. |
| Validity date | Should carry one. The quote expires. | Not applicable. |
| Can change | Yes, until accepted. | Only by reissue or credit note. |
Use separate numbering
Give proformas their own reference series. Sharing a sequence with commercial invoices makes it impossible to tell a quotation from a sale in your own records, and it becomes a real problem at audit when somebody asks which documents represent revenue. PI-2026-0041 and INV-2026-0041 are unambiguous; two documents both numbered 0041 are not.
The proforma becomes the letter of credit
When a buyer opens a credit against your proforma, the bank transcribes it more or less literally. Anything vague on the proforma becomes a vague credit, and a vague credit becomes a discrepancy at presentation. Be explicit about partial shipment, transhipment, the Incoterm with its named place, and exactly which documents you will present. Every loose phrase costs you later.
What changes between the two
Usually the quantity and therefore the total, because what was quoted is rarely exactly what ships. That is normal. What must not change without a conversation is the price per unit, the Incoterm or the goods description — those are the terms the buyer agreed to, and altering them on the commercial invoice is a change to the contract rather than a correction.
A binding quotation in invoice form, issued before shipment so the buyer can open a letter of credit or arrange an import licence.
The primary customs valuation document: what was sold, to whom, on what terms, and for how much.
+Can customs clear goods on a proforma invoice?
No. It may accompany a shipment for information, but the valuation is taken from the commercial invoice. Some couriers will draft an entry from a proforma for low-value shipments, which is a convenience rather than a rule.
+Is a proforma invoice legally binding?
Not by itself, but it is normally treated as an offer, and once the buyer accepts it — typically by signing it back or paying a deposit — a contract usually exists on its terms. Write it as something you are prepared to be held to.
+Do I still issue a commercial invoice afterwards?
Yes. When the goods ship you issue a commercial invoice reflecting what actually went, which may differ from the proforma. Customs needs the actual figures, not the quoted ones.
+Which one does my bank want?
To open a credit, the proforma. To pay under it, the commercial invoice as part of the presentation.
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