What is a pro forma invoice?
A client's purchasing team asks for a pro forma before they will pay a deposit, and suddenly you need a document you have never made. Here is what it is and how to make one that does not cause trouble later. General information, not tax advice.
By OIO · Updated · 6 min read
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The short answer
A pro forma invoice is a preliminary bill. It looks like an invoice and shows what the client will be charged, but it is not a request for payment in the accounting sense and it is not a tax invoice. You send it before the work or the sale, usually so the client can approve the spend, pay in advance or arrange paperwork. Once the work is done or the payment arrives, you issue a real invoice with a real invoice number.
What "pro forma" means here
The Latin means "as a matter of form". In practice it is a document that says: this is what the invoice will look like. The amounts, the tax and the payment details are all there. What is missing is the legal status.
HMRC's internal manual on VAT records (VATREC9010) puts it plainly: a pro forma is not normally an accounting document and has no place in the books of the business that issues it or receives it. It should be clearly described as a pro forma and preferably marked "This is not a VAT invoice". It does not create a tax point, so the client cannot reclaim VAT on it, and you do not owe VAT on the strength of it. Outside the UK, check how your own tax office treats it before you rely on that.
Pro forma, quote or invoice
People mix these up, and a client will sometimes ask for a pro forma when they mean a quote.
| Document | What it says | Binding? | Booked in your accounts? |
|---|---|---|---|
| Quote or estimate | This is what we propose to charge | An accepted quote is an agreement on price | No |
| Pro forma invoice | This is what the invoice will be | It is a statement of a price already agreed | No |
| Invoice | Pay this amount by this date | Yes, it records a debt | Yes |
The difference between a quote and a pro forma is mostly timing. A quote comes before the client says yes. A pro forma comes after, when the price is settled and someone needs a document that looks like an invoice before a real invoice can exist. My guide on invoice vs quote vs proposal covers the other two in more detail.
When freelancers actually need one
Most freelancers rarely need one. When a client asks for it, the reason is usually one of these:
- The client's purchasing system needs a document that looks like an invoice before it will raise a purchase order or approve a payment.
- The client pays in advance, and their finance team will only pay against something called an invoice. A pro forma gives them that without you issuing a tax invoice for work not yet done.
- A grant, a funding body or a partner wants to see the costs in invoice form before releasing money.
- The client is abroad and needs the document for internal approval or currency arrangements.
For a deposit there is a real choice to make. You can send a pro forma for the deposit and issue the actual invoice once it is paid. Or you can send a proper deposit invoice straight away. Both are common. The deposit invoice guide explains how the second route works, including how to show the deposit on the final invoice.
How to make one
A pro forma has the same fields as the invoice it previews, with three changes:
- The title says "Pro forma invoice", in the same place and size where "Invoice" would be.
- It carries a reference that is not from your invoice series: PF-2026-004, not 2026-004. Using an invoice number for a pro forma leaves a gap or a duplicate in your sequence later.
- It says what it is not. A line like "This is not a VAT invoice. A VAT invoice will be issued on receipt of payment." matches what HMRC suggests and removes any doubt for the client's accounts team.
Everything else stays: your details, the client's details, the description of the work, quantities and rates, tax as it will be charged, the total, the currency, the expected payment date and your bank details.
A short example:
PRO FORMA INVOICE Ref: PF-2026-004 Date: 5 October 2026 Valid until: 4 November 2026 To: Northwind Studio Ltd, 12 Example Street, London Product visualisation, 6 renders (as quote Q-2026-018) 50% advance payment 1,800.00 VAT 20% 360.00 Total GBP 2,160.00 This is not a VAT invoice. A VAT invoice will be issued on receipt of payment. Please quote PF-2026-004 as the reference.
When the payment arrives, issue the real invoice with the next number in your series, dated on or after the payment date, and reference the pro forma on it: "Advance payment received against pro forma PF-2026-004". Where VAT applies, the payment received is usually what fixes the tax point for that amount, so check your country's rules on advance payments or ask your accountant. Keep your invoice numbering clean by never giving a pro forma a number from the invoice series.
Pro forma invoices for shipping goods
Outside freelance services, the term also turns up in shipping. When goods cross a border without a sale, for example samples, a prototype, a printed model sent to a trade show or goods sent for repair, customs still need a value. A pro forma invoice, sometimes called a pro forma commercial invoice, gives them the description, quantity, value and origin. If you ever ship a physical model or a printed piece to a client abroad, ask the courier which document they need; many have their own form.
Mistakes to avoid
- Using a pro forma as the real invoice. If the client pays and you never issue the invoice, your records are missing income and the client is missing a valid document for their tax return.
- Taking the next invoice number for it. The pro forma gets its own reference series.
- Charging VAT on the pro forma and then again on the invoice. The pro forma previews the tax; only the invoice charges it.
- Sending one when the client actually wanted a quote. If the price is not agreed yet, send a quote. The quote template has a valid-until date for exactly that.
- Leaving out the expiry. Prices and exchange rates move. A "valid until" date protects you if the client sits on it for three months.
Making one quickly
There is no special software needed. If your invoice tool lets you change the document title, use it with the PF reference and the not-a-VAT-invoice line. If it doesn't, a word processor is fine for something this short. For the lines and totals, the free invoice generator does the arithmetic and takes any currency and tax rate, and it has a notes field for the not-a-VAT-invoice line. Keep the PF reference out of your invoice sequence either way.
Questions
Is a pro forma invoice legally binding?
Not as an invoice. It records no debt and is not a tax invoice. The price on it is usually binding because it repeats a quote or contract the client already accepted.
Does a pro forma invoice need an invoice number?
It needs a reference, but not one from your invoice series. Use a separate prefix like PF-2026-001 so your invoice numbers stay sequential.
Can a client reclaim VAT on a pro forma invoice?
No. In the UK, HMRC says a pro forma does not create a tax point and should be marked as not a VAT invoice. The client reclaims VAT on the real invoice you issue afterwards.
What is the difference between a pro forma and a quote?
A quote proposes a price before the client agrees. A pro forma previews the invoice after the price is agreed, usually so the client can approve or pay in advance.