What Is a Proforma Invoice?
A proforma invoice is a preliminary invoice sent to a buyer before goods are delivered or work is completed. It looks like a regular invoice — itemized costs, quantities, a total — but it is not a demand for payment and does not create an accounts-receivable entry. "Pro forma" is Latin for "as a matter of form": the document shows what the final bill will look like, in good faith, before the sale is finalized.
Think of it as a formal, detailed quote in invoice clothing. Buyers use it to approve costs, arrange financing, or satisfy import paperwork; sellers use it to lock in the scope before committing to the work.
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Make an invoice — freeWhen to use a proforma invoice
Send a proforma when the buyer needs to see committed pricing before the transaction happens: confirming a custom order before production starts, giving a client a document their finance team can pre-approve, requesting a deposit against agreed costs, or supporting an international shipment where customs wants a declared value before the commercial paperwork exists.
Because it is not a true invoice, a proforma should be clearly labeled "Proforma Invoice" and should not carry a number from your real invoice sequence. That keeps your books clean — nothing is owed until the final invoice is issued.
Proforma vs. commercial invoice
The two are easy to confuse in international trade. A proforma invoice comes before shipment: it is an estimate the buyer can use to arrange payment or an import license. A commercial invoice comes with the shipment: it is the binding customs document declaring what the goods are, what they are worth, and where they originate, and it is what duties are assessed against. Customs authorities act on the commercial invoice; the proforma is preparatory. Our commercial invoice guide covers that document field by field.
Converting a proforma into a final invoice
Once the buyer accepts and the goods or work are delivered, you issue the real invoice: same line items, updated for any agreed changes, a proper invoice number from your sequence, the issue and due dates, and payment instructions. With the free InvoiceStudio generator this is a duplicate-and-edit — recreate the proforma's lines once, then duplicate it from your history and send the finished PDF when the deal closes.
FAQ
Is a proforma invoice legally binding?
No. It is a good-faith estimate, not a demand for payment or a contract. The binding documents are the sales agreement and the final commercial invoice.
Can a buyer pay against a proforma invoice?
Buyers sometimes pay deposits or even full amounts against a proforma, but you should still issue a final invoice for the accounting record on both sides.
Should a proforma invoice have an invoice number?
Give it its own reference (for example PRO-014) rather than a number from your real invoice sequence, so unpaid proformas never look like unpaid invoices in your books.
Does a proforma invoice include tax?
It should show the tax the final invoice will charge, so the buyer sees the true total — but it does not create a tax liability by itself.