Proforma Invoice vs. Commercial Invoice: Key Differences Explained
A proforma invoice is a quote you send before shipping. A commercial invoice is the bill you send after the sale is final. They look similar, but they serve different purposes and customs treats them very differently.
Side-by-side comparison
| Proforma invoice | Commercial invoice | |
|---|---|---|
| When | Before shipment (quote stage) | After shipment (billing stage) |
| Purpose | Estimate for buyer to arrange payment, financing, or import permits | Bill for goods; customs declaration document |
| Legally binding? | No (estimate only) | Yes (records the actual transaction) |
| Customs use | Limited (samples, gifts, no-value goods) | Required for commercial shipments |
| Payment required? | No | Yes, per the stated terms |
| Amounts | Estimated costs | Actual transaction value |
When to use a proforma invoice
- A buyer asks for a formal quote before placing an order
- The buyer needs to arrange a letter of credit with their bank
- The destination country requires import permits and needs a cost estimate
- You are shipping samples or gifts with no commercial value
Create one now: free proforma invoice maker
When to use a commercial invoice
- The buyer has accepted your quote and placed an order
- Goods are ready to ship or have shipped
- The shipment needs to clear customs
- You need to request payment from the buyer
Create one now: free commercial invoice maker
What a commercial invoice must include
- Seller (exporter) name, address, and contact
- Buyer (importer) name and address
- Invoice number and date
- Description of each item (what it is, what it is made of)
- HS code (Harmonized System tariff code)
- Country of origin (where the goods were made)
- Quantity, unit price, and total value
- Currency
- Incoterms (DAP, DDP, FOB, etc.)
- Reason for export (usually "Sale")
- Shipping weight (net and gross)
- Signature and declaration
Common mistakes
- Using a proforma for customs clearance when a commercial invoice is required. The shipment may be held.
- Different values on the proforma and commercial invoice. The commercial invoice must reflect the actual price paid.
- Vague descriptions like "goods" or "samples". Customs needs specific item descriptions.
- Missing HS codes. Without them, customs cannot apply the correct duty rate.
- Under-declaring value. This is illegal and can lead to fines or seizure.
Frequently asked questions
Can a proforma invoice be used for customs?
Only in limited cases. Some countries accept a proforma invoice for samples, gifts, or goods with no commercial value. For regular sales, customs requires a commercial invoice with the actual transaction value.
Is a proforma invoice legally binding?
No. A proforma invoice is an estimate or quote. It becomes binding only when the buyer accepts it (usually by issuing a purchase order) and the seller ships the goods with a commercial invoice.
Do I need both?
Not always. If a buyer asks for a quote, send a proforma. When the order is confirmed and shipped, send a commercial invoice. Small sellers shipping directly (eBay, Etsy) usually only need the commercial invoice.
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Last reviewed: October 2026. General information, not legal or tax advice.