Proforma vs commercial invoice
These two documents can list identical goods at identical prices and still do completely different jobs. One prepares a buyer to commit; the other demands payment and clears customs.
Confusing them is the most common documentation error in international trade, and it has tax consequences for both parties.
The short answer
A proforma invoice is issued before delivery and is not a demand for payment. It tells the buyer what they will be charged so they can arrange funds, permits or approval.
A commercial invoice is issued at or after delivery and is a demand for payment. It is a tax document, and in export it is the customs declaration.
On most international sales you issue both, in that order.
Side by side
| Proforma invoice | Commercial invoice | |
|---|---|---|
| Issued | Before delivery | At or after delivery |
| Demands payment | No | Yes |
| Tax document | No | Yes |
| Customer can reclaim tax | No | Yes |
| Used for customs valuation | Sometimes | Yes — the primary document |
| Figures | Expected | Final and actual |
| Numbering | Separate sequence | Main invoice sequence |
| Expires | Yes — state a validity period | No |
How they work together on one shipment
- Buyer requests goods; you issue a proforma with expected quantities, prices, shipping and duties.
- Buyer uses it to arrange payment, an import permit or a letter of credit.
- Buyer confirms and pays a deposit or the full amount.
- Goods are prepared and shipped.
- You issue the commercial invoice with final actual figures, referencing the proforma number.
- Customs clears against the commercial invoice.
What legitimately changes between them
The two documents are allowed to differ, and often do:
- Quantities — if part of the order shipped.
- Freight — estimated on the proforma, actual on the commercial invoice.
- Exchange rate — if quoted in one currency and settled in another.
- Duties and taxes — estimated versus assessed.
What should not change is the description of the goods or their origin. If those differ, customs will treat the discrepancy as a red flag.
Where it goes wrong
- Sending only a proforma and taking payment. Your customer has no valid tax document and cannot reclaim input tax.
- Using proformas for customs. Most authorities require the commercial invoice; a proforma alone can hold the shipment.
- Numbering both in one sequence. Creates gaps in your invoice numbering that auditors will question.
- No validity period on the proforma. A buyer returning three months later expects the old price.
- Not referencing the proforma on the commercial invoice, which breaks the paper trail.
Frequently asked questions
What is the main difference between a proforma and commercial invoice?
A proforma is issued before delivery and does not demand payment or serve as a tax document. A commercial invoice is issued at or after delivery, demands payment, and is what customs uses to assess duty.
Can I use a proforma invoice for customs clearance?
Generally no. Most customs authorities require the commercial invoice, and presenting only a proforma can delay the shipment.
Do I need both documents?
On most international sales, yes — the proforma so the buyer can arrange payment or permits, and the commercial invoice at shipment for payment and customs.
Can figures differ between the two?
Yes, legitimately — quantities, freight, exchange rates and assessed duties often change. The goods description and country of origin should not, and discrepancies there raise customs concern.
Should they share a numbering sequence?
No. Use a separate proforma sequence such as PRO-2026-001, and reference it on the commercial invoice. Mixing them creates gaps in your invoice numbering.