Proforma vs Commercial Invoice: A guide for large companies and compliance teams

Proforma vs Commercial Invoice: A guide for large companies and compliance teams

Jun 10, 2025

Why invoicing standards matter, especially for large companies

For large organisations, invoicing is more than a transaction. It plays the role as a vital documentation for compliance, audit, and more recently, ESG data sourcing. As global supply chains expand and regulatory pressure increases, the way your company handles invoices can impact trade efficiency, tax reporting and sustainability metrics.

This guide explains the key differences between proforma and commercial invoices, and introduces Norway's EHF invoice format - all through the lens of finance, procurement and sustainability in large organisations.

What is a proforma invoice?

A proforma invoice is a preliminary document provided by the seller to the buyer before the actual sale takes place. It serves as a formal quotation, outlining the estimated costs, terms of sale and details of the goods or services being offered.

While it closely resembles a commercial invoice in format, it is not legally binding and cannot be used to request payment or record accounts receivable/payable. It is essential for approvals, customs preparation and supplier onboarding.

Key features
  • Issued before the sale is finalized, often in response to a buyer’s inquiry

  • Used for negotiating terms, securing internal approvals and facilitating customs pre-clearance

  • Includes item descriptions, quantities, estimated prices, delivery terms and validity period

  • Non-binding: allows for changes and negotiation without commitment

  • Often required for trade finance, letters of credit and import/export documentation

Use cases in companies
  • Internal budget and procurement approvals

  • Customs pre-clearance and import licensing

  • Supplier setup in ERP systems (SAP, Oracle, Microsoft Dynamics)

Proforma invoices are especially important for aligning procurement and finance teams across regions and for maintaining audit trails.


What is a commercial invoice?

A commercial invoice is the final, legally binding document issued after a sale has been agreed upon and goods are shipped. It represents the official record of the transaction and is essential for customs clearance, payment collection and compliance with import/export regulations.

Key features
  • Issued after the sale is confirmed and goods are dispatched

  • Contains finalized details: agreed price, payment terms, delivery terms and all necessary compliance information

  • Legally binding and required by customs authorities for assessing duties, taxes, and verifying shipment value

  • Used for payment collection and serves as a core document in the supply chain and accounting processes

  • Must follow strict formatting and content requirements to avoid penalties and delays

Why large companies rely on commercial invoices
  • Required for cross-border shipments and customs declarations

  • Core document for VAT and import duties

  • Provides structured data for ESG reporting (eg. carbon footprint per SKU or supplier)

These invoices are essential for risk management, invoice matching and automating trade documentation at scale.

Proforma vs Commercial Invoice: Key Differences

Feature

Proforma Invoice

Commercial Invoice

Purpose

Quotation, negotiation, internal approval

Final sale, payment, customs clearance

Legal status

Non-binding, not used for payments

Legally binding, used for payments and compliance

Timing

Before sale is finalised

After sales is finalised and goods are shipped

Content

Estimated details, subject to change

Final, agreed-upon details

Use in compliance

Supports pre-approval, trade finance

Required for customs, regulatory compliance

Accounting impact

No impact

Recorded in accounts receivable/payable


Why large companies and compliance teams need to get this right

Regulatory Compliance and Customs Clearance

Customs authorities require a commercial invoice for every import shipment. Incomplete or inconsistent invoices can lead to shipment delays, penalties or even audits. A commercial invoice must include specific details such as seller/buyer information, itemised descriptions, values and more. Proforma invoices, while helpful for customs pre-clearance and trade finance, cannot substitute for a commercial invoice at the border.

Internal Controls and Approval Workflows

Large organisations often use proforma invoices to streamline internal approval processes. Finance and compliance teams can review transaction details, allocate budgets and secure management sign-off before committing to a purchase. This reduces the risk of unauthorized spending and ensures all stakeholders are aligned.

Mitigating Financial and Legal Risks

Issuing a proforma invoice with VAT or using it to demand payment is a common compliance mistake that exposes companies to legal and financial risks. Only the commercial invoice should be used for payment requests and accounting entries. Ensuring the final commercial invoice matches the proforma invoice also prevents disputes and builds trust with trading partners.


Norwegian invoicing requirements: What is EHF?

For companies operating in Norway, understanding local invoicing requirements is critical for compliance.

EHF (Elektronisk Handelsformat) is Norway's standardised electronic invoice format, built on the PEPPOL framework. It's required for invoicing the public sector and is widely adopted in B2B transactions.

Compliance Essentials for EHF

  • All public sector invoices must be submitted in EHF format

  • Must include Norwegian VAT ID (MVA)

  • Invoices must be archived electronically for a minimum of 5 years

How Large Companies Ensure EHF Compliance

  • Use ERP systems with EHF modules

  • Partner with EHF-compliant third-party providers or APIs

  • Establish consistent formatting across business units in Norway and abroad


Invoice data is becoming a data asset

Invoices are not just financial transactions. They contain significant amounts of information and data relevant for financial control, sustainability reporting and value chain data connectivity.

Why more teams are turning to invoice data
  • Invoices contain product-level and supplier information

  • Shipping modes and routes offer Scope 3 emissions insights

  • Line-item granularity supports circular economy metrics (eg. recycled vs virgin materials)

Well-structured invoice data helps companies to
  • Quantify supply chain emissions

  • Automate sustainability disclosures (eg. CSRD, GHG Protocol)

  • Monitor sourcing compliance and ethical trade practices

Common Mistakes to Avoid
  • Using inconsistent formats across global entities (PDF, XML, PEPPOL)

  • Failing to meet local compliance (eg. EHF format for Norway)

  • Ignoring invoice metadata for ESG opportunities

  • Relying on manual processes, which slow down audits and introduce errors


Conclusion

Understanding the differences between proforma and commercial invoices and how formats like Norway’s EHF fit into the picture, gives large companies a strategic advantage. From trade compliance to ESG reporting, invoices are becoming essential sources of structured, auditable data.

Now is the time to digitize, standardize and extract full value from your invoices.


About ImportFlow

ImportFlow is a data enrichment platform that unlocks the hidden value in invoices. By enriching invoices with critical data, such as emissions, CO₂ footprints, and supplier or product details, we empower global supply chains with actionable insights for sustainability and efficiency.

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