Proforma Invoice vs Commercial Invoice: What's the Difference?
These two documents look almost identical — same layout, same fields, often the same numbers — and that's exactly why so many first-time exporters mix them up. But they play very different roles in an export deal, and using the wrong one at the wrong stage can hold up your payment or your shipment. This guide explains the difference in plain terms, when to send each, and why they need to line up with each other.
The Short Answer
A Proforma Invoice is a quotation you send before the deal is confirmed — it tells the buyer what you'll ship, at what price, on what terms. A Commercial Invoice is the final, binding bill you issue when the goods actually ship — it's the document customs and banks rely on. In short: Proforma comes first as a promise, Commercial comes last as the real thing.
What Is a Proforma Invoice?
A Proforma Invoice is a preliminary invoice — essentially a formal quotation — sent to a buyer before the sale is finalised. It sets out the goods, quantities, price, and terms of sale so the buyer can make a decision and take the next step. Buyers use it to place a firm order, arrange advance payment, open a Letter of Credit, apply for an import licence in their country, or arrange foreign exchange with their bank.
Crucially, a Proforma Invoice is not a demand for payment and it is not used to clear the actual goods through customs. Details on it can still change before the shipment happens — which is why it's marked "Proforma" and not treated as the final record of sale.
What Is a Commercial Invoice?
A Commercial Invoice is the final, legally recognised bill for the sale, issued once the order is confirmed and the goods are ready to ship. It reflects the actual shipment — the real quantities, the final agreed price, and the true terms. This is the document that customs authorities in both India and the destination country use to assess duty and clear the goods, that your buyer's bank uses to process payment or negotiate a Letter of Credit, and that you keep as proof of sale for your GST and export records.
If you want a full breakdown of what goes into one, see our guide on how to make a commercial invoice for export from India.
Proforma vs Commercial Invoice: Side by Side
| Proforma Invoice | Commercial Invoice | |
|---|---|---|
| When it's issued | Before the sale is confirmed, at the quotation stage | After the order is confirmed, when goods ship |
| Main purpose | Quote and commitment — helps the buyer decide and arrange payment | Final bill — used for customs clearance and payment |
| Legally binding? | No — it's a good-faith quotation that can still change | Yes — it's the binding record of the actual sale |
| Used for customs? | No | Yes — required for clearance and duty assessment |
| Payment role | Basis to arrange advance payment or open an LC | The actual demand for payment against the shipment |
| Can details change? | Yes, before shipment | No — it reflects what was actually shipped |
When Do You Use Each One? A Typical Export Flow
In practice, both documents appear in the same deal, one after the other:
- A buyer enquires about your product. You send a Proforma Invoice with the price, quantity, and terms.
- The buyer accepts, places the order, and arranges payment — an advance transfer, or opening a Letter of Credit — using your Proforma as the reference.
- You produce and ship the goods.
- You issue the Commercial Invoice (along with the Packing List) to travel with the shipment for customs and to present to the bank for payment.
Because so many fields carry over from the Proforma to the Commercial Invoice — buyer, goods, HS codes, price, Incoterms — the safest approach is to generate both from the same set of details rather than retyping each one. That's how you avoid the mismatches that cause problems at the bank.
Why They Need to Match (Especially Under an LC)
When payment is through a Letter of Credit, the bank checks your Commercial Invoice against the terms agreed in the LC — which are usually based on your Proforma. If the buyer's name, product description, quantities, or values don't match, the bank can raise a discrepancy and delay or withhold payment. This is one of the most common reasons exporters get stuck at the payment stage, and it's entirely avoidable: keep the key details identical from Proforma through to Commercial Invoice.
Generate both from one description
Describe your shipment once in plain language — English, Hindi, or any language — and ExportMart AI builds your Commercial Invoice and Packing List with matching totals, and your Proforma Invoice too. No login, and the Commercial Invoice is free.
Generate Free →Frequently Asked Questions
No. Customs needs the Commercial Invoice, which reflects the actual shipment. A Proforma is a quotation and isn't accepted for clearing goods.
It's best understood as a formal commitment or quotation, not a final demand for payment. The Commercial Invoice is the binding document that records the completed sale.
The key details — buyer, goods, quantities, price, and terms — should match, particularly under a Letter of Credit, where the bank compares your Commercial Invoice against the LC terms drawn from the Proforma.
The Proforma Invoice comes first, to quote and confirm the order. The Commercial Invoice follows at the shipment stage.