A client in procurement writes: "Before we can pay the deposit, can you send a proforma invoice?" You've sent hundreds of invoices. What's a proforma, and is it different?
A proforma invoice is a preview of the bill, sent before the sale is final. A regular invoice is the real bill, sent after. Here's the full difference between a proforma invoice vs invoice, how it compares to a commercial invoice and a quote, when a freelancer actually needs one, and what to put on it.
Key takeaways
A proforma invoice is a preliminary bill. It shows what the final invoice will say, before the sale is confirmed or the work is delivered.
It's not a request for payment in the legal sense and isn't recorded as income or a sale. The final invoice is.
A commercial invoice is the final bill for shipped goods, used by customs. A proforma often comes before it.
A quote names a price; a proforma is laid out like the invoice, with billing details, so a client can approve or prepay.
Freelancers mostly need one for deposits and corporate clients whose finance team won't pay without an invoice-shaped document.
What is a proforma invoice?
"Pro forma" is Latin for "as a matter of form". A proforma invoice is a document that looks like an invoice (seller, buyer, line items, prices, total, payment details) but is sent before the deal is final. It tells the buyer exactly what they'll be billed if they go ahead.
Buyers ask for one so they can:
Get internal approval or a purchase order raised for the amount
Pay upfront, when the seller wants payment before starting or shipping
Prepare an import, apply for a license or arrange a letter of credit
Budget a grant or project with exact figures from the supplier
What a proforma is not: a sale. It doesn't go into your income, it doesn't get a number from your regular invoice sequence, and it isn't a tax invoice. In the UK, HMRC's VAT guide says a proforma can't be used as evidence to reclaim VAT, should be clearly marked "this is not a VAT invoice", and that once you supply the goods or services or receive payment, you must issue a proper VAT invoice.
Proforma invoice vs invoice: the differences
Proforma invoice | Invoice | |
|---|---|---|
Purpose | Preview of the bill so the buyer can approve, prepay or prepare | Request for payment for a confirmed sale |
When it's sent | Before the sale is final or before delivery | After delivery, at a milestone, or for a confirmed deposit |
Binding | Generally not; terms can still change | Records a confirmed sale |
Number | Separate series (PF-012) or none | Next number in your invoice sequence (INV-0113) |
Recorded in your books | No | Yes, as income or a receivable |
Tax | Not a tax invoice; shows expected tax only | Tax invoice where tax applies |
Can it be paid? | Yes, as a prepayment or deposit | Yes |
What follows | The final invoice | A receipt, or the invoice marked paid |
Proforma invoice vs commercial invoice
These two come up in international trade, and they're a pair, not alternatives.
A proforma invoice goes out before shipment. The buyer uses it to pay in advance, open a letter of credit or apply for an import license. It shows the expected goods, quantities and values.
A commercial invoice goes with the shipment. It's the final bill and the document customs relies on to value the goods and assess duties.
US rules show the relationship. Under 19 CFR 141.81, a commercial invoice "shall be presented for each shipment of merchandise." When the importer doesn't have the seller's commercial invoice, Customs accepts a pro forma invoice in a set format (19 CFR 141.85), in which the importer promises to file the real invoice as soon as it arrives.
If you sell services, not goods, you'll rarely need a commercial invoice. Billing a client abroad for design or consulting is a regular invoice; our guide to invoicing international clients covers currency and payment details.
Proforma invoice vs quote, estimate and purchase order
Document | Who sends it | What it says | Binding? |
|---|---|---|---|
Estimate | Seller | "It will probably cost about this" | No |
Quote (quotation) | Seller | "I'll do it for exactly this price, if you accept by this date" | Becomes binding once accepted, depending on its terms |
Purchase order | Buyer | "We're ordering this, at this price" | Yes, once the seller accepts it |
Proforma invoice | Seller | "This is the invoice you'll get if we go ahead" | Generally no |
Invoice | Seller | "You owe this, pay by this date" | Records the sale |
In practice: an estimate or quote opens the conversation, the client accepts, their finance team may issue a purchase order or ask for a proforma to release a prepayment, and the invoice closes the sale. For the difference between the first two, see estimate vs invoice.
When a freelancer needs a proforma invoice
Most freelance work never needs one. These are the cases where it helps:
Upfront deposits. You want 50% before you start. Some clients can only pay against an invoice-shaped document, so a proforma for the deposit lets them pay without you recording a sale for work you haven't done. Photographers do this all the time; see should photographers charge deposits.
Corporate procurement. Large companies often need a document with your full billing details and bank information to set you up as a supplier or raise a purchase order.
Grant-funded or budgeted projects. A nonprofit or university may need an exact supplier figure on paper before the money is approved.
Clients abroad paying in advance, especially when their bank asks for an invoice to send an international payment.
Retainers paid before the month starts, when the client wants paperwork first. Our guide to the retainer invoice covers the regular monthly bill.
What to include on a proforma invoice
Lay it out like your normal invoice, with a few changes:
The title "Proforma invoice" at the top, clearly, so nobody books it as a real bill. If you or the client are VAT-registered in the UK, add "This is not a VAT invoice."
A proforma number from a separate series (PF-001) or a reference instead of a number, so your invoice numbering stays continuous.
Issue date and a validity date ("Valid until April 30, 2026"), since prices can change.
Your details and the client's, as on a normal invoice.
Line items with quantity, rate and total, plus expected tax and discounts.
Payment terms: what's due now (for example a 50% deposit) and what will be invoiced later.
Payment instructions if you're asking for a prepayment.
The fields are the same as on any invoice; how to make an invoice goes through each one. The free proforma invoice template has all of them filled in, in Word, Excel or PDF.
Example: proforma for a deposit, then the final invoice
A freelance web designer agrees on a $4,000 website with a mid-size company. The client's finance team asks for a proforma to pay the 50% deposit.
Proforma invoice PF-007, March 2, valid until March 31:
Item | Amount |
|---|---|
Website design and build, 5 pages | $4,000.00 |
Total project | $4,000.00 |
Due now: 50% deposit | $2,000.00 |
Balance, invoiced at launch | $2,000.00 |
The client pays $2,000 on March 9. Now the sale is real, so the designer issues invoice INV-0113 for the deposit, marked paid on March 9, and sends a receipt or the paid invoice. At launch, invoice INV-0121 bills the remaining $2,000, referencing the deposit already paid. The proforma itself is never entered as income.
Some freelancers skip the proforma and just send a deposit invoice from the start. That's fine too, as long as the client's finance team accepts it.
How to turn a proforma into an invoice
Wait for the trigger: the client confirms, pays the deposit, or you deliver.
Create a real invoice with the next number in your sequence. Copy the line items from the proforma, and update anything that changed.
Reference the proforma ("Ref. PF-007") so the client's accounts team can match them.
Mark any prepayment already received, and show the balance due.
Send it, and once it's paid, a receipt or the paid invoice. See invoice vs receipt for what each one does.
Where Onigiri fits
Onigiri is an invoicing app for freelancers, built around the real invoice: you create it, send it by email or link, and your client pays by card, Apple Pay or Google Pay right from the link. Card payments go to your own Stripe account, and the invoice is marked paid automatically when the payment goes through.
For a quick one-off document, the free invoice generator makes a PDF in a couple of minutes, no signup, the proforma invoice template gives you a ready proforma titled PROFORMA INVOICE, and the freelance invoice template shows a full example.
