BV Formation
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Accounting
What Is a Pro Forma Invoice and When Do You Use One?
What is a pro forma invoice in the Netherlands and when should you use one? Covers BTW timing, customs use, and the voorschotfactuur difference.
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15 mins
Intro
The pro forma invoice sits in a gap between quote and invoice that most Dutch invoicing guides do not clearly explain, and that gap causes two opposite kinds of mistakes. Some founders never use a pro forma invoice when it would genuinely protect a transaction, an international shipment awaiting customs clearance, or a corporate client that needs internal sign-off before committing. Others use it incorrectly, treating it as a legally binding request for payment when it has no legal force at all.
This article resolves both errors. It sets out exactly what a pro forma invoice is, how it differs from a quote and from a real advance invoice, what belongs on it for domestic and customs use, and the one BTW timing rule that almost every Dutch guide on this topic gets wrong or leaves out entirely: what happens to your BTW obligation the moment a client actually pays based on a pro forma, before any real invoice exists. It also covers the customs and export use case in the same place as the domestic one, something that is unusual, since the two are typically treated as entirely separate topics even though founders exporting goods run into both within the same business.
Pro Forma, Offerte, Voorschotfactuur: What Is the Difference?
The pro forma invoice occupies a specific position in the invoicing sequence that is frequently confused with two neighbouring documents. Understanding exactly where it sits prevents both underuse, not reaching for it when it would help, and overuse, treating it as something it is not.
Document | When sent | Legal force | Enters bookkeeping | BTW due? | Purpose |
Offerte | Before the deal is agreed | None; an offer only | No | No | Persuade the client; propose terms |
Pro forma factuur | After the deal is agreed, before the definitive invoice | None | No | No, unless an advance payment is received | Confirm agreed terms; request a deposit; customs declaration |
Voorschotfactuur | When an advance payment is requested as a real invoice | Yes: creates a payment obligation | Yes | Yes, in the period of the invoice date | Legal invoice for a partial advance |
Definitieve factuur | After delivery, or at the agreed billing point | Yes: creates a payment obligation | Yes | Yes, in the period of the invoice date | Official payment request; legal record |
The most important distinction in Dutch practice is between the pro forma factuur and the voorschotfactuur. Both can be used to request an advance payment, but only the voorschotfactuur is a real legal document. If a client pays based on a pro forma invoice, the transaction is not yet legally complete, and, as the next sections cover, the BTW position of that payment is already triggered whether or not a proper invoice exists yet. The entrepreneur still has to issue a formal document to regularise what has happened. Getting the underlying invoice right in the first place matters here too, since a pro forma is only ever a preview of what the starting a company in the Netherlands guide covers as the formal invoicing obligations that follow once your BV is registered and trading.
When Dutch Entrepreneurs Actually Use a Pro Forma Invoice
The pro forma invoice is used in a specific set of situations, and each one has a slightly different underlying purpose. Knowing which situation applies determines what the document should contain and, in the customs case especially, who is actually going to read it.
Situation | Why a pro forma is used | What follows it |
Advance payment request (domestic) | The client needs a document to process internally before authorising payment; the pro forma shows the agreed amount without creating a legal obligation yet | A voorschotfactuur or definitieve factuur once payment arrives |
International goods shipment | Customs requires a commercial document showing goods value, quantity, and HS code before goods cross the border | A commercial invoice (definitieve factuur) after delivery |
Import licence application | The buyer's country requires documentation of import value before issuing an import permit | A definitive commercial invoice once the permit is granted |
Internal client approval | Large corporate or government buyers require internal sign-off before committing; the pro forma lets procurement verify costs before legal commitment | A definitieve factuur once internal approval is granted |
Goods valuation for insurance or financing | A lender or insurer requires a document showing the agreed value of goods | A definitieve factuur once the underlying transaction is complete |
The domestic advance payment use case and the international customs use case look almost identical from the outside, both are documents that resemble an invoice but are not one, yet they serve completely different purposes and completely different audiences. A pro forma sent to a Dutch client is essentially a courtesy document that helps their internal approval process along. A pro forma sent to customs is a formal declaration document that the Douane uses to assess duties and verify what is actually in the shipment. The content requirements differ significantly between the two, which is where founders most often get the document wrong.
What Goes on a Pro Forma Invoice: Domestic vs Customs Version
Because a pro forma invoice is not subject to the Belastingdienst's mandatory invoice requirements under Wet OB 1968, art. 35a, there is no legal minimum content list for domestic use. In practice, though, certain elements are essential to avoid confusion, and for customs purposes a considerably more rigorous set of requirements applies, since a customs officer is relying on this document to make a duty and licensing decision.
For a domestic Dutch pro forma factuur, best practice covers:
The label "Proforma Factuur" or "Pro Forma Factuur" prominently at the top; this is the only practical requirement and it needs to be unambiguous.
Your business name, address, and BTW number.
The client's name and address.
The date of the document.
A description of the goods or services to be supplied.
Quantities and unit prices.
The applicable BTW rate and an indicative BTW amount; not legally required, but it avoids client confusion later.
The total amount.
No IBAN, payment reference, or betaaltermijn; adding these risks the document being treated as a real invoice by the recipient's own bookkeeping.
Optionally, a note stating that the document is not an official invoice and creates no payment obligation.
For a customs or export pro forma, all of the above applies, plus:
The HS code, or goederencode, for each product line.
The country of origin of the goods.
The currency of the transaction, which is not always euros for non-EU trade.
The purpose of the shipment: sale, sample, repair as a temporary export, return, or gift, since this determines how duty is assessed.
The agreed Incoterms, such as EXW, CIF, or DAP, which determine who bears transport costs and risk.
Gross and net weight per line, if required by the destination country.
A declaration such as "Pro Forma Invoice, Not for Commercial Use" where the goods are not being permanently sold, for example samples or items sent for repair.
Since correctly stating BTW on a pro forma also depends on understanding when that BTW is actually owed, it is worth reading this alongside when to file VAT, particularly the next section, which covers the single most overlooked rule in this whole topic.
The BTW Rule That Almost Nobody Knows About
The most consequential and most universally overlooked fact about pro forma invoices in the Netherlands concerns BTW timing. The standard rule is straightforward: BTW on a sale becomes due in the period in which the definitieve factuur is dated, and a pro forma invoice does not trigger BTW at all, because it has no legal status. That rule changes the moment a client actually transfers money based on the pro forma.
Under Dutch BTW law, an advance payment, a vooruitbetaling, triggers BTW liability at the moment the payment is received, regardless of whether a formal invoice exists at that point. A Dutch entrepreneur who sends a pro forma for 12,100 euros including 21% BTW, and receives 6,050 euros as a deposit, owes 1,050 euros in BTW in the period that deposit arrives, not in the period the definitive invoice is eventually sent. Waiting to declare it until the definitive invoice goes out creates a genuine BTW filing error, and it is one that most entrepreneurs commit without ever realising it, simply because "I will handle the BTW when I send the real invoice" feels like the natural order of operations.
The correct procedure is this: as soon as an advance payment is received based on a pro forma, the entrepreneur should issue a voorschotfactuur or aanbetalingsfactuur dated on the day the payment actually arrived. This document enters the bookkeeping, carries a real invoice number, and provides the formal basis for the BTW declaration in that period. The pro forma is then effectively retired, having done its job of confirming the agreed terms before money changed hands, and the voorschotfactuur is reconciled against the final project value in the definitieve factuur once the work is complete. For Dutch entrepreneurs working on project-based contracts with staged payment schedules, getting this sequence right from the very first deposit matters, since a habit formed on the first invoice tends to repeat itself on every one after it; this is exactly the kind of timing detail an accountant or bookkeeper will flag early if you are setting up your invoicing process for the first time.
How to Create a Pro Forma Invoice in Practice
Creating a pro forma invoice is straightforward, but a handful of administrative rules need to be observed to avoid creating compliance problems further down the line. The label is the only mandatory element, and it is also the most important one: any document that closely resembles an invoice but is not clearly marked "proforma factuur" risks being treated as a real invoice by the recipient's own accountant, which creates BTW and bookkeeping complications on both sides of the transaction.
On invoice numbering, the Belastingdienst does not regulate pro forma numbering at all, since the document sits outside the official factuurnummerreeks entirely. Common practice is to use a separate series, something like PF-2026-001, or to omit a number altogether. The rule that does apply is on the other side of the transaction: the definitive invoice that eventually follows must carry a unique sequential number in the official series, and it must not duplicate any pro forma number, unless that pro forma number happens to fit correctly into the chronological sequence anyway.
On bookkeeping, the rule is simple and worth repeating because it is so often gotten wrong: do not enter a pro forma invoice into the bookkeeping or the BTW return. It is a working document, nothing more. Retain it for reference, since it provides the basis for the definitive invoice that follows, but the definitive invoice, or the voorschotfactuur where an advance payment has been made, is the document that actually counts for compliance purposes. Most modern Dutch invoicing software, including tools built for this workflow specifically, allows a pro forma to be created directly from an existing quote or order and then converted into a definitive invoice once the deal is finalised, which removes manual numbering errors and ensures the BTW period is set correctly at the point of conversion rather than left to guesswork. Once a pro forma has served its purpose and converted into a real invoice, following up on that invoice becomes a debtor management question rather than an invoicing one; see automating debtor management for how that next step typically works, and e-invoicing Netherlands for how the shift toward structured digital invoicing affects this whole process.
One small point worth clearing up: you will see this document spelled both "pro forma factuur," two words, following the original Latin, and "proforma factuur," one word, in more colloquial Dutch usage. Both spellings are widely accepted and understood, and neither one changes the legal status of the document; what matters for compliance purposes is not which spelling you use but that the label appears clearly and unambiguously at the top of the document, so that nobody downstream, not your client's bookkeeper and not your own, mistakes it for something it is not.
Get Your Invoicing Sequence Right From Quote to Payment
A pro forma invoice is a small document with a genuinely useful job: confirming terms, requesting a deposit without overstating what has actually been agreed, or giving customs what they need to clear a shipment. The mistakes happen at the edges, when a pro forma is treated as legally binding when it is not, or when a deposit arrives and the BTW consequence of that payment gets missed until the quarterly return is already due.
If you want your invoicing sequence, from offerte to pro forma to voorschotfactuur to definitieve factuur, set up correctly from the start, including the BTW timing on advance payments, book a demo and we will walk through how your current process handles deposits and staged payments. If you are earlier in the process of setting up your business entirely, our team can also help you incorporate your BV or get your bookkeeping and payroll running correctly from your very first invoice.
FAQs
What is a pro forma invoice in the Netherlands?
A pro forma invoice is a document that looks like an invoice but has no legal force. It is sent after a deal is agreed, before the definitive invoice, to confirm terms, request a deposit, or support a customs declaration, and it does not create a payment obligation or enter the bookkeeping.
Is a pro forma invoice legally binding in the Netherlands?
No. A pro forma invoice has no legal force under Dutch law. It does not create a payment obligation for the recipient and is not subject to the Belastingdienst's mandatory invoice requirements under Wet OB 1968, art. 35a.
Does a pro forma invoice need to include BTW?
There is no legal requirement to show BTW on a pro forma invoice, but including an indicative BTW rate and amount is good practice, since it avoids confusion for the client once the real invoice or voorschotfactuur follows.
Do I need to enter a pro forma invoice in my bookkeeping?
No. A pro forma invoice is a working document only and should not be entered in your bookkeeping or your BTW return. Retain it for reference, but the definitive invoice or voorschotfactuur is the document that actually counts.
Can a client pay based on a pro forma invoice?
Yes, and this happens often in practice, but the transaction is not yet legally complete when they do. The entrepreneur must still issue a real voorschotfactuur or definitieve factuur to regularise the payment and provide a proper legal and bookkeeping record of it.
What happens to BTW if a client pays based on a pro forma?
BTW becomes due the moment the payment is received, not when a formal invoice is eventually sent. The entrepreneur should issue a voorschotfactuur dated on the day the payment arrived and declare the BTW in that period, rather than waiting for the definitive invoice.
What is the difference between a pro forma invoice and a quote (offerte)?
An offerte is sent before the deal is agreed, is persuasive in tone, and typically carries a validity period. A pro forma invoice is sent after the deal is already agreed, in the format of an invoice, purely to confirm terms rather than to sell them.
What is the difference between a pro forma invoice and a voorschotfactuur?
A voorschotfactuur is a real legal invoice for a partial advance payment: it enters the bookkeeping, carries a genuine sequential invoice number, and triggers BTW. A pro forma invoice does none of these things, even when it is used to request the same deposit.
Does a pro forma invoice need an invoice number?
Not a mandatory one. The Belastingdienst does not regulate pro forma numbering since it falls outside the official factuurnummerreeks. Many businesses use a separate series such as PF-2026-001, or omit a number entirely, but the definitive invoice that follows always needs its own unique sequential number.
When do I use a pro forma invoice for customs or export?
When shipping goods outside the EU, customs authorities generally require a pro forma invoice showing goods description, quantity, value, currency, origin, and HS code before the shipment can be assessed for duties or cleared for an import licence. This customs version requires considerably more detail than a domestic pro forma used to request a deposit.
Written by
Nick Knuppe
CEO & Founder
