A proforma invoice is a seller's quote laid out in the format of an invoice. It is sent before the goods ship, it tells the buyer exactly what will be supplied, at what price and on what terms, and it is not a demand for payment. Buyers use it to apply for import licences, open a letter of credit or arrange the money for a deposit.
The trouble is that it looks almost identical to the commercial invoice that follows it, so importers and new exporters mix the two up. This guide explains what a proforma invoice means, which fields it needs, shows a filled sample, and covers the places where the difference really matters: customs, banks and your VAT records.
What Proforma Invoice Means
"Pro forma" is Latin for "as a matter of form", and the name fits. As DHL's trade guide puts it, the document is a preliminary bill that lists the particulars and the expected charges of a transaction that has not happened yet. You will see it spelled proforma, pro forma and pro-forma; all three mean the same document.
The International Trade Administration calls it a quote in invoice format. HMRC goes a step further and describes proforma invoices as documents that carry some or all of the information an invoice normally holds but do not do an invoice's main job, which is to record a completed sale.
That one distinction explains every rule that follows. A proforma invoice is a promise about a future shipment. Nothing has been sold, nothing has been shipped, and nothing is owed until the buyer accepts it.
What a Proforma Invoice Is Used For
According to the International Trade Administration, a buyer may need a proforma invoice to apply for an import licence, to contract a pre-shipment inspection, to open a letter of credit or to arrange a transfer of hard currency. It is not always a required shipping document, but it often carries the details a buyer needs to import the goods legally.
Import licences and foreign exchange
In countries that license imports or control foreign currency, the authority wants to see what is coming before it approves anything. The proforma gives the importer a document from the seller with the goods, the quantities and the value, which is what the licence or the currency request is built on.
Payment in advance
HMRC notes that proforma invoices are often used with customers the supplier does not know or whose creditworthiness is doubtful. The proforma sets out what will be supplied if payment is made and serves as the document the buyer pays against. No payment, no goods.
Inspection and internal approval
A pre-shipment inspection company needs to know what it is checking, and a buyer's own finance team usually needs a priced document before it signs off a purchase order. The proforma does both jobs without either side committing to a final bill.
Proforma Invoice vs Commercial Invoice
The two documents share most of their fields, so the difference is in timing and legal weight rather than layout.
| Proforma invoice | Commercial invoice | |
|---|---|---|
| When it is issued | Before the sale is final and before shipment | After the sale, when the goods ship |
| What it does | Quotes the deal and invites payment or approval | Records the sale and demands payment |
| Customs entry | Only as a substitute when no invoice exists | The standard document for clearance |
| Books and VAT | No place in the accounts, not a VAT invoice | Recorded in the accounts, can be a VAT invoice |
| Can it change? | Only with the buyer's consent | Reflects what was actually shipped |
The practical rule: quote on a proforma, ship on a commercial invoice. Once the deal is confirmed, the proforma's contents carry over into the final invoice, adjusted for whatever actually went into the container. Our commercial invoice guide walks through that second document field by field.
Proforma Invoice Format: The Fields It Needs
There is no single official proforma invoice template for ordinary trade, but the International Trade Administration lists eleven points it should include. They fall into four groups.
Parties and references
The seller's name and address, the buyer's name and address, and the buyer's reference, usually a purchase order or enquiry number. Add your own proforma number and issue date so later documents can point back to it, and mark the document clearly as a proforma invoice so nobody mistakes it for a bill.
Goods and prices
The items quoted, the price per unit and the extended total for each line, and any discount. Describe the goods precisely enough that a licensing office or a bank can match them later; "furniture" is too vague, "solid oak dining chairs, unassembled" is not.
Weights, dimensions and terms
The weights and dimensions of the quoted products, the terms of sale or Incoterm with its named delivery point, and the terms of payment. The Incoterm decides who pays freight and insurance and where risk passes, so "FOB" alone is incomplete; "FOB Ningbo" is a usable term. If the rules are new to you, our guide to Incoterms for importers covers each one.
Dates
The estimated shipping date and a validity date. The validity date matters more than it looks: freight rates, raw material costs and exchange rates move, and a proforma without an expiry date can be read as a price you have promised to hold indefinitely.
A Sample Proforma Invoice
Here is a filled example for an illustrative shipment of chairs from China to the United States. The names and figures are placeholders that show the layout, not real prices.
| Field | Sample entry |
|---|---|
| Document title | PROFORMA INVOICE |
| Proforma no. and date | PI-2026-0418, 28 October 2026 |
| Seller | Sample Exporter Co., Ningbo, Zhejiang, China |
| Buyer | Sample Importer LLC, Savannah, Georgia, USA |
| Buyer's reference | PO 7731 |
| Terms of sale | FOB Ningbo, Incoterms 2020 |
| Terms of payment | 30% deposit by bank transfer, 70% against copy of bill of lading |
| Estimated shipping date | Week of 8 December 2026 |
| Valid until | 27 November 2026 |
The goods lines
The goods section then lists each line with its quantity, unit price and total, followed by the packed weight and volume.
| Item | Quantity | Unit price (USD) | Total (USD) |
|---|---|---|---|
| Solid oak dining chair, unassembled | 400 | 42.00 | 16,800.00 |
| Oak dining table, 180 x 90 cm, flat-packed | 50 | 185.00 | 9,250.00 |
| Total FOB Ningbo | 26,050.00 |
Below the lines, a real proforma would add the gross and net weight, the number of cartons and the total volume in cubic metres, the seller's bank details for the deposit, and a short statement such as "This is a proforma invoice and not a demand for payment of the balance." Add a signature and company stamp if the buyer's bank or licensing office asks for one.
From Proforma to Shipment
A proforma is the first document in a chain. When the buyer accepts it, the same goods description, quantities and Incoterm flow into the commercial invoice, the packing list and the booking with the carrier. Any change in between, a different quantity or a revised price, should be agreed in writing before the final documents are issued, because the International Trade Administration notes that the details on a proforma should not change without the buyer's consent.
The estimated shipping date is where the paperwork meets the sea. Once the cargo is booked, that date turns into a named vessel and a voyage, and your planning depends on where that ship actually is. Primo Nautic lets you search the vessel by name, MMSI or IMO number and follow its live position, speed and course on the map.
Its Cargo Shipment purpose gives you precise, logistics-focused updates rather than a raw data feed. Primo Nautic shows the captain's reported ETA beside an AI-calculated route ETA with a confidence score, and it can send you an alert when a delay appears, which is useful when a deposit has been paid and the balance falls due against the bill of lading.
Proforma Invoices at US Customs
At the border the word has a narrower meaning. US regulations require a commercial invoice for most entries, and a pro forma invoice is the fallback when no seller's or shipper's invoice is available. Section 141.85 of the customs regulations even sets out its form: an importer's statement of the value or price paid, presented as an invoice.
CBP does not accept it lightly. Under 19 CFR 141.91, an entry without the required invoice is accepted only when CBP is satisfied the missing invoice is beyond the importer's control, and the importer files a written declaration plus whatever invoices or a pro forma invoice are available.
The importer must also post a bond for one and a half times the invoice value of the goods and produce the real invoice within 120 days of filing the entry summary. If the invoice is needed for statistical purposes, the deadline is 50 days, unless CBP grants an extension for good cause. A proforma can get cargo moving, but it costs bond capacity and leaves an open obligation, so it is no substitute for chasing the seller's commercial invoice before the ship arrives.
Proforma Invoices, VAT and Your Books
Because a proforma records no sale, it is not an accounting document. HMRC states that, in normal circumstances, a proforma invoice has no place in the books of either the trader who issues it or the trader who receives it.
It is also not a VAT invoice. In HMRC's VAT manual, input tax can only be reclaimed against a valid VAT invoice, so proforma invoices are not acceptable evidence for a reclaim. When the issuer receives payment or makes the supply, a full VAT invoice must be issued within 30 days.
For a UK buyer who pays a deposit against a proforma, that means waiting for the proper VAT invoice before reclaiming anything. For the seller, it means the proforma number should never be reused as the tax invoice number. Other countries apply their own VAT and GST rules, so check how your tax authority treats a proforma before you book one.
Proforma Invoices and Letters of Credit
A proforma often starts the letter of credit process: the buyer takes it to their bank as the basis for the credit's amount, goods description and terms. That is as far as it should go.
UCP 600, the ICC rules that govern any credit whose text says it is subject to them, says issuing banks should discourage attempts to attach copies of the underlying contract or the proforma invoice as an integral part of the credit. When the time comes to get paid, the seller presents a commercial invoice. Under international banking practice, as an ICC advisory briefing explains, invoices titled provisional or pro-forma are unacceptable unless the credit expressly allows them.
Presenting the proforma instead of the final invoice is a discrepancy, and a discrepancy can delay or block payment. Describe the goods on the commercial invoice in line with the credit, keep the amount within the credit, and treat the proforma as history once the credit is open.
Proforma Invoice Mistakes to Avoid
Most problems with proforma invoices come from treating them as a formality. These are the ones that cost time or money later:
- No validity date. Without an expiry, a buyer can come back months later and hold you to an old price.
- An Incoterm without a place. "CIF" or "FOB" alone leaves freight, insurance and risk open to argument.
- Vague goods descriptions. A licensing office or a bank cannot match "assorted goods" to anything, and the commercial invoice will have to say more anyway.
- Silent price changes. Revising the figures between the proforma and the commercial invoice without the buyer's agreement undermines the licence, the credit or the deposit that was built on the original.
- Using it as a tax invoice. A proforma does not support a VAT reclaim, and booking it as a sale distorts both sides' accounts.
- Forgetting the title. A document that does not say "proforma invoice" can be mistaken for a demand for payment.
Key Takeaways
A proforma invoice is a quote in invoice form, sent before shipment so the buyer can get a licence, open a credit or pay a deposit. It needs the parties, the goods with unit and total prices, weights and dimensions, an Incoterm with a named place, payment terms, an estimated shipping date and a validity date.
It is not a commercial invoice, not a VAT invoice and not an entry in the books. At US customs it is a substitute filed only when the real invoice is missing, backed by a bond, and under a letter of credit it is not an acceptable invoice unless the credit says so. Quote on the proforma, ship and get paid on the commercial invoice, and keep the two consistent.
