Proforma Invoice vs Commercial Invoice (2026): Differences, Customs Requirements and Free Templates

The two documents look almost identical, get mixed up constantly, and do different jobs. A proforma invoice is a preview of a sale: it tells the buyer what they would owe before anything ships. A commercial invoice is the record of a completed sale, and it's the document customs officials use to decide what your shipment is worth and what duty applies. Sending the wrong one, or a commercial invoice with missing details, is one of the most common reasons an international shipment gets held.

Quick Answer

• A proforma invoice is a preliminary document sent before shipment. It is not a demand for payment and not an accounting record of a sale. Buyers use it to arrange payment, apply for an import license, or open a letter of credit.
• A commercial invoice is issued when goods ship. It is the seller's bill and the core customs document, and it should state the parties, a specific description of the goods, quantities, unit values, currency and the sale terms.
• Both should carry the same core data. If the values, quantities or descriptions differ between the proforma, the commercial invoice, the packing list and the purchase order, expect questions from customs, banks or the buyer.
• Country requirements differ, so always check the import rules of the destination country and your carrier's requirements.

Proforma Invoice vs Commercial Invoice at a Glance

	Proforma invoice	Commercial invoice
When it's issued	Before shipment, often after a quote is accepted	At or after shipment
Purpose	Preview of the deal: price, terms, what the buyer will owe	Record of the sale; customs valuation and duty assessment
Is it a bill?	No, it isn't a request for payment	Yes, it's the seller's invoice
Typical uses	Buyer's prepayment or bank transfer, import license, letter of credit, budgeting	Customs clearance, payment, the seller's accounting
Legal weight	Preliminary; terms can still change	Final record of the transaction
Accounting	Generally not booked as revenue	Booked as a sale

A note on terminology: "pro forma invoice" also has a specific customs meaning in some systems. For example, US customs regulations (19 CFR 141.85) allow an importer to present a pro forma invoice when the commercial invoice is not available at the time of entry, subject to conditions. That is a different use from the pre-shipment quote-style proforma most sellers send, so make sure you and your customs broker mean the same thing when you use the term. In the UK, HMRC guidance likewise treats a pro-forma invoice as not being a VAT invoice.

What a Commercial Invoice Should Include

Customs authorities set their own detailed rules, but a solid commercial invoice for international shipments generally contains:

1. Seller and buyer details. Names, addresses, and contact information. Include tax or VAT numbers and, where relevant, an importer or exporter registration number.
2. Invoice number and date. Unique and consistent with your other shipping documents.
3. Description of each item. Specific enough for a customs officer to classify it: "men's cotton knit T-shirts," not "apparel" or "samples." Vague descriptions are a common cause of delays.
4. Harmonized System (HS) code. The international product classification, standardized at six digits, with countries adding further digits. Include it where you can. Get it wrong and duty and admissibility can be assessed wrongly.
5. Quantity, unit of measure, unit price and line total.
6. Currency. State one currency clearly.
7. Country of origin. Where the goods were made, which is not always where they ship from.
8. Terms of sale (Incoterms). For example FOB, CIF or DAP, followed by the named place. Incoterms 2020 is the current published version of the ICC rules. It tells everyone who pays for freight, insurance and duties.
9. Shipment details. Ports or places of loading and delivery, weights, number of packages, and the carrier or bill of lading number if known.
10. Reason for export, if not a sale. Gift, sample, repair or return: state which, and don't call a commercial sale a "gift" to try to avoid duties.
11. Declaration and signature. A statement that the invoice is true and correct, signed by the seller.

What a Proforma Invoice Should Include

The same core details, with two changes: it should be clearly labeled "PROFORMA INVOICE — NOT A REQUEST FOR PAYMENT" (or similar), and it should state how long the terms are valid, since prices, freight and exchange rates change. Add the payment terms and bank details the buyer needs, and mark the invoice number so it is not confused with the later commercial invoice.

Common Mistakes That Delay Shipments

• Vague product descriptions. "Goods" or "miscellaneous" invites questions.
• Mismatched numbers. The commercial invoice, packing list and purchase order should agree on quantities, values and descriptions.
• Undervaluing to lower duty. Customs authorities compare declared values with market prices and can penalize misstatement. Declare the real transaction value.
• Missing or wrong HS codes. Classification affects duty and whether the goods need permits.
• Sending a proforma when a commercial invoice is required. The proforma is a preview. Customs generally needs the commercial invoice.
• No terms of sale. Without an Incoterm, buyer and seller may disagree on who pays for freight or duties.

Proforma Invoice Template (Copy This)

PROFORMA INVOICE — NOT A REQUEST FOR PAYMENT

Proforma No.: [PF-NUMBER]            Date: [DATE]
Valid until: [DATE]

SELLER: [COMPANY NAME]               BUYER: [COMPANY NAME]
[ADDRESS]                            [ADDRESS]
[TAX / VAT ID]                       [TAX / VAT ID]

Buyer PO Ref.: [PO NUMBER]
Terms of sale (Incoterms 2020): [e.g. FOB / CIF / DAP], [NAMED PLACE]
Payment terms: [e.g. 50% deposit, 50% before shipment]
Estimated ship date: [DATE]           Country of origin: [COUNTRY]

| # | Description | HS code | Qty | Unit | Unit price | Total |
|---|-------------|---------|-----|------|-----------|-------|
| 1 | [SPECIFIC DESCRIPTION] | [HS CODE] | [QTY] | [UNIT] | [PRICE] | [TOTAL] |
| 2 | [SPECIFIC DESCRIPTION] | [HS CODE] | [QTY] | [UNIT] | [PRICE] | [TOTAL] |

Subtotal: [AMOUNT]     Estimated freight: [AMOUNT]     Insurance: [AMOUNT]
Estimated total: [CURRENCY] [AMOUNT]

Bank details: [BANK / ACCOUNT / SWIFT]
This is a preliminary document. Final terms are confirmed on the commercial
invoice issued at shipment.

Commercial Invoice Template (Copy This)

COMMERCIAL INVOICE

Invoice No.: [INV-NUMBER]            Date: [DATE]
Buyer PO Ref.: [PO NUMBER]           Proforma Ref.: [PF-NUMBER]

EXPORTER / SELLER:                   CONSIGNEE / BUYER:
[COMPANY NAME]                       [COMPANY NAME]
[ADDRESS]                            [ADDRESS]
[TAX / VAT / EORI ID]                [TAX / VAT / IMPORTER ID]

Country of origin: [COUNTRY]         Country of destination: [COUNTRY]
Port of loading: [PORT]              Port of discharge: [PORT]
Carrier / B/L or AWB no.: [NUMBER]
Terms of sale (Incoterms 2020): [TERM], [NAMED PLACE]
Reason for export: [SALE / SAMPLE / RETURN / REPAIR]
Currency: [CURRENCY]

| # | Description (specific) | HS code | Origin | Qty | Unit | Unit price | Line total |
|---|------------------------|---------|--------|-----|------|-----------|------------|
| 1 | [DESCRIPTION] | [HS CODE] | [COUNTRY] | [QTY] | [UNIT] | [PRICE] | [TOTAL] |
| 2 | [DESCRIPTION] | [HS CODE] | [COUNTRY] | [QTY] | [UNIT] | [PRICE] | [TOTAL] |

Packages: [NUMBER]    Gross weight: [KG]    Net weight: [KG]

Subtotal: [AMOUNT]   Freight: [AMOUNT]   Insurance: [AMOUNT]
Total invoice value: [CURRENCY] [AMOUNT]

I declare that the information on this invoice is true and correct.
Signed: ______________________   Name / Title: [NAME]   Date: [DATE]

Generate Both From the Same Order Data

Retyping the same order into a proforma, a commercial invoice and a packing list is how numbers end up not matching. AiDocX's AI invoice generator creates invoices from a plain-language description of the order, and the AI delivery note generator produces the matching shipping paperwork, so quantities and descriptions stay consistent from quote to shipment. Free to start at app.aidocx.ai.

For the surrounding documents, see our guides to how to create an invoice, quote vs. estimate vs. invoice, purchase orders, packing slips, delivery notes and credit notes.

FAQ

Is a proforma invoice a legal document?

It is a commercial document, not a bill. Buyers and banks rely on it, but it's a preliminary statement of terms and doesn't record a completed sale. The commercial invoice does that.

Can I use a proforma invoice for customs clearance?

Generally customs needs the commercial invoice. Some customs systems allow a pro forma invoice to be used in limited situations, for example when the final commercial invoice isn't yet available at entry, but that is a specific procedure with conditions, so ask your customs broker.

Do I need an HS code on the invoice?

It is strongly recommended for international shipments and required by many customs systems. The HS code drives duty rates and import rules, so ask your customs broker or check your destination country's tariff schedule.

What's the difference between a commercial invoice and a regular invoice?

For a domestic sale, an ordinary invoice may be enough. A commercial invoice adds the trade-specific details customs needs: HS codes, country of origin, Incoterms, shipping details and a declaration.

This guide is general information, not legal or customs advice. Documentation requirements differ by country, carrier and product. Confirm the rules with your customs broker or the destination country's customs authority.