A proforma invoice is a preliminary invoice that the seller sends to the buyer before the sale takes place, showing the description, quantity and price of the goods and the delivery and payment terms. It serves as a quotation or order confirmation and is used for opening a letter of credit, making advance payments and applying for import permits. It does not create a tax liability and does not replace the commercial invoice.
What is the legal nature of a proforma invoice?
Article 229 of the Tax Procedure Law (Vergi Usul Kanunu) defines an invoice as a commercial document issued to show the amount owed by the customer in return for goods sold or work performed. A proforma invoice, by contrast, describes a sale that has not yet taken place. It is therefore not entered in the accounts, does not give rise to VAT or income, and is not issued as an e-invoice. Legally, it is mostly in the nature of a quotation; once the buyer signs and approves it, it becomes written evidence of the terms agreed by the parties and, in many small transactions, is used instead of a sales contract.
What is it used for?
- Opening a letter of credit: The buyer's bank sets the terms of the letter of credit based on the amount, description of goods, delivery terms and latest shipment date in the proforma.
- Cash in advance or advance payment: The buyer's bank asks for a proforma as the basis for the foreign currency transfer abroad.
- Import permits and foreign exchange allocation: In countries with a licensing or permit regime, applications are made with a proforma.
- Logistics and insurance quotes: The estimated weight, volume and value are inputs for freight and insurance pricing.
- Samples and free-of-charge shipments: For shipments that are not sales, a proforma is issued to show the value of the goods.
How does it differ from a commercial invoice?
| Feature | Proforma invoice | Commercial invoice |
|---|---|---|
| Time of issue | Before or at the order stage | When the goods are shipped or the sale takes place |
| Function | Quotation, order confirmation, basis for payment and permits | Documents the receivable and the sale |
| Tax and accounting | Not recorded | Recorded, gives rise to tax |
| Customs declaration | Not sufficient on its own for commercial imports and exports | The primary document for customs value |
| Amendability | Can be revised and reissued | Corrected through a cancellation or return process |
The content of the commercial invoice and its role at customs are explained in the entry on the commercial invoice in foreign trade.
What information should a proforma invoice contain?
- Name, address and tax or registration number of the seller and the buyer.
- Proforma number, date and validity period of the offer.
- Clear description of the goods, model or part number, GTİP code (Turkish HS/tariff code) and origin.
- Quantity, unit price, total amount and currency.
- Delivery term and place, together with the version; for example "FCA Gebze, Incoterms® 2020".
- Payment method: cash in advance, letter of credit, documents against payment or open account.
- Estimated delivery or shipment date.
- Packaging type, number of packages, estimated gross and net weight.
- Seller's bank details, signature and stamp.
Who issues it, and when is it needed?
The proforma is issued by the seller; the request usually comes from the buyer or the buyer's bank. For machinery and project orders with long delivery times, several revisions are normal. With each revision the number should be changed and it should be stated which version is valid. The role of the document varies with the payment method; in documents against payment, banks rely on the shipping documents rather than the proforma.
Common mistakes
- Leaving a difference in the description of goods or the amount between the proforma and the commercial invoice; in letter of credit transactions this discrepancy can stop payment.
- Stating the delivery term without specifying a place.
- Not setting a validity period; if raw material prices or exchange rates change, the old offer may be considered binding.
- Trying to use the proforma instead of a commercial invoice in the customs declaration.
Consistency between the contract and the document set can be checked together as part of regulatory consultancy.