What is a proforma invoice?

A proforma invoice is the seller’s formal offer dressed in invoice form: it names the selling entity, the goods, the unit prices, the trade term, the lead time and the payment schedule, and it is issued before goods exist or money moves. It is not a tax document and not proof of shipment — but on small and mid-size China orders it often becomes the de facto contract, because it is the only document both sides explicitly confirmed.

Is a proforma invoice legally binding?

It depends on jurisdiction and on what the parties did with it, which is exactly why it deserves attention. If the proforma invoice is the only confirmed document in the deal, a dispute will be argued from it — however thin it is. The practical question is not whether it binds, but whether its terms are specific enough that you would want to be bound by them.

What is the difference between a proforma invoice and a commercial invoice?

The proforma invoice is issued before the transaction to state the offer; the commercial invoice is issued at shipment to state what actually shipped, and it is the document customs reads. On a clean order the two match. Where they differ — entity, prices, quantities, trade term — each difference should have a written explanation, because customs and any dispute process will read them side by side.

Should I pay a deposit against a proforma invoice?

That is the normal structure — after three checks: the header entity has been identified as a registered company and matches the party you negotiated with, the bank account name matches that same entity, and the specification lines are concrete enough that an inspector or a claims process could rule on them. A deposit against a vague proforma invoice is a payment for a promise no one wrote down.

Document checkBefore the deposit

The proforma invoice, read properly. Most orders are decided the day it is confirmed.

The proforma invoice arrives looking like a formality — an invoice for goods that do not exist yet. In practice it is the first document that names the entity you are dealing with, the price you agreed and the terms a dispute would be argued from. On many first orders, it is the contract, whether or not anyone meant it to be.

Published 8 August 2026 · 6-minute read · Prepared by Currawong Web’s China-side verification desk.

1. What this document actually is

A proforma invoice — “PI” in most supplier correspondence — is the seller’s offer in invoice form. It is issued before money or goods move: no tax standing, no proof of shipment, no customs role. Its job is to state, in one place, who is selling, what, at which unit prices, on which trade term, with what lead time and payment schedule.

Its quiet importance comes from how small orders actually run. Many first deals never produce a signed contract; the buyer confirms the PI, pays the deposit, and from that moment the PI is the closest thing to an agreement either side holds. If a dispute comes, it will be argued from this page — however thin it is. That is why the useful question is not “is a PI binding?” but “would I want to be bound by what this one says?”

2. The header — the entity that will owe you the goods

The company name at the top of the PI is a claim about who your counterparty is. Three checks turn it from a claim into a fact:

Get the registered Chinese name behind the English header. English trading names are marketing; the registered Chinese name on the business licence is the legal identity. The two have to be linked in writing, not assumed.
Ask for the 18-character Unified Social Credit Code and validate its structure in your browser — free and instant — then run the scope text through the free in-browser read — factory or trader, nothing uploaded. Then have the live registration record read: active status, and a registered scope that plausibly covers what you are buying.
Compare the header against everyone else in the deal. The PI entity, the contract seller, the shipper who will appear on the bill of lading and the beneficiary of your payment do not have to be one company — factories often invoice through affiliated trading companies — but every difference should be disclosed before the deposit, in writing, with the relationship stated.

3. The specification lines — what a claim would be ruled on

When something goes wrong with a China order, the first question any claims process asks is: what exactly was agreed? The PI’s line items are usually the answer, and this is where vague drafting quietly transfers risk to the buyer.

Description that identifies the product — model, material, grade, colour standard, applicable spec sheet by version number. “Bluetooth speaker, black” gives an inspector nothing to reject against.
Quantity with its unit — pieces, sets, cartons — and tolerance if the industry ships over/under.
The trade term with a named place — FOB Ningbo and EXW factory gate are different prices and different risk transfers; a PI that says only “FOB” has not finished pricing the deal.
Lead time counted from an event — days from deposit received, not a bare calendar date that quietly assumed you paid last Tuesday.
Validity — a PI is an offer, and offers expire. Confirming an expired PI restarts the conversation at the seller’s option.

At shipment, the commercial invoice and packing list should be this PI restated as fact. Differences are not automatically wrong — quantities settle, prices adjust — but each one should trace to something both sides wrote down.

4. The bank details — the most attacked corner of the document

The PI is usually where the seller’s bank account first appears, which makes it the natural target of the oldest trick in trade fraud: the intercepted or spoofed email carrying a “new” account. The pattern is depressingly stable — same thread, same tone, plausible letterhead, different beneficiary.

The account name must match the header entity — not resemble it, match it. An account under a different company, a personal name, or a third-country entity is a question that has to be answered in writing before anything else happens. How to check the beneficiary against the contracting seller.
Verify bank details through a second channel — a phone or video call to a number you already had, not one from the same email that carried the details.
Treat any mid-deal change of account as unverified until re-confirmed through that second channel, no matter how routine the explanation sounds. The payment check walks the whole discipline.

5. The check before the deposit, in order

Fifteen minutes, in the order that catches the most for the least effort:

Header entity identified — registered Chinese name obtained, code validated, record read, relationship to any other entities in the deal stated in writing.
Bank account name matches the header entity, verified through a second channel.
Every specification line concrete enough that a stranger could rule on it.
Trade term named with a place; lead time anchored to deposit receipt; validity current.
Payment schedule matches what was negotiated — and the balance trigger is tied to a document you will get to inspect, ideally the bill of lading.

A supplier who handles these questions cleanly has told you something worth more than the answers. One who treats them as an insult has also told you something.

This page describes ordinary documentary practice. It is not legal advice, and nothing here is a judgement about any particular seller. Need the entity on a proforma invoice checked from the China side?