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Pro forma invoices: what they are worth legally, and what they never replace

A pro forma announces a price, it does not record a sale. Yet in Morocco the General Tax Code requires one as a supporting document for VAT exemption applications.

Published on 6 min read
A printed commercial document on a desk next to a company stamp and an open notebook, late afternoon light across the worktop.

A pro forma invoice is a document that looks like an invoice but is not one: it announces a price in advance, it records no sale. It is not booked in the accounts, it makes no VAT due and it does not justify a purchase. In Morocco it nonetheless has a precise official use: the General Tax Code requires one as a supporting document for VAT exemption purchase applications.

The rest of this article covers the difference with a quotation and with a real invoice, what the tax code asks to be shown on it, why you are asked for one, and how to turn it into an invoice at the right moment.

Pro forma, quotation, invoice: three documents, three roles

All three circulate in the same negotiation, in that order, and confusing them is expensive — in VAT claimed too early, or in a purchase that cannot be justified.

  • The quotation — a commercial proposal. It describes what you offer and at what price, in whatever form you choose. Once accepted it commits you on price, not on accounting. See the article on quotations, purchase orders and delivery notes.
  • The pro forma invoice — the same content, presented in the shape of an invoice, because the recipient needs it in that shape: an administration, a bank, a foreign buyer who has to get a spend approved.
  • The invoice — the document that records the transaction. It alone is drawn from the continuous series required by article 145-III of the tax code, carries the eight mandatory details and turns the sale into an accounting and tax fact.

Why it never replaces an invoice

Article 146 of the tax code is clear on the document that justifies a purchase: any purchase of goods or services from a supplier subject to the business tax « must actually have taken place and must be justified by a proper and probative invoice made out in the name of the party concerned ».

A pro forma ticks none of those boxes. It is not drawn from the continuous series of article 145-III, it records no completed transaction, and it does not carry the details of a proper invoice. A buyer who files a pro forma in the accounts instead of an invoice has, from an audit's point of view, no supporting document at all.

The official use in Morocco: exemption applications

This is the point French articles on the subject cannot have, and it changes how to see the document: in Morocco a pro forma is not merely a commercial convenience, it is a procedural document named by the tax code.

In procedures for purchasing exempt from VAT, the application filed with the administration must be accompanied by « pro forma invoices or quotations in triplicate showing the pre-tax value of the capital goods acquired as well as the amount of the tax for which exemption is requested ». The same wording recurs from one procedure to the next, for capital goods as for works.

Two further cases name it explicitly:

  • Equipment imported duty-free — the application must be accompanied by the import authorisation endorsed by the customs and indirect taxes administration, and by « a pro forma invoice drawn up by the trader-importer of that equipment ». On the strength of the application, the local tax office issues an exemption purchase certificate in triplicate.
  • Donations and international cooperation — the application must be accompanied by a pro forma invoice, and here the tax code spells out what it must show.

What to put on it

There is no general list in the tax code of what a pro forma must show — unsurprisingly, since it is not an invoice. But the code gives one for the donation case, and it is the best available model, because it comes from the official text rather than from custom. There the pro forma must show:

  1. The supplier's name.
  2. Their tax identification number.
  3. The common business identifier — the ICE.
  4. The nature of the goods, merchandise, works or services.
  5. The pre-tax price.
  6. The amount of value added tax.

Two practical pieces of advice go with that list, and they are customs rather than rules: write « PRO FORMA INVOICE » clearly at the top so it cannot be mistaken for an invoice, and give it numbering separate from your invoices. A pro forma that borrows a number from the continuous series creates exactly the disorder article 145-III is meant to prevent.

To produce the document without starting from a blank page, Gestio offers a pro forma invoice template to fill in online.

Can a pro forma invoice be paid?

Nothing forbids it, and it is common practice: the customer pays in advance on the basis of the pro forma, then the goods ship. But payment does not transform the document.

Once the transaction has taken place, the seller must issue a real invoice, drawn from the continuous series and carrying the details of article 145-III. That is what justifies the purchase for the customer, and nothing else does. The pro forma stays in the commercial file as a trace of the original agreement.

What if the price changes between pro forma and invoice?

That is the most frequent case, and it is far simpler to handle than with an invoice: since a pro forma is not booked, it is corrected by issuing a new one. There is nothing to reverse.

The contrast with an invoice already issued is sharp — that one is never modified and is corrected through a credit note. It is a sound commercial habit, in fact: while the price is still moving, stay on a pro forma.

Frequently asked questions

How do you make a pro forma invoice? By using the layout of an invoice — supplier, customer, product lines, pre-tax price, VAT, total — marking it clearly as a pro forma and giving it a number outside your invoice series. For an exemption application, the tax code asks for the pre-tax value and the amount of tax for which exemption is requested, in triplicate.

What is the difference between a pro forma invoice and a quotation? The content is the same; the form and the recipient differ. A quotation is a commercial proposal presented as such; a pro forma presents that proposal in the shape of an invoice, because whoever receives it — administration, bank, foreign buyer — needs it in that shape.

Does a pro forma invoice have legal value? It is not an invoice within the meaning of article 145-III and does not justify a purchase within the meaning of article 146. It is not without effect, though: the tax code requires it in support of VAT exemption purchase applications and duty-free imports.

Can VAT be deducted on a pro forma? No. Deduction presupposes a purchase justified by a proper and probative invoice made out in your name, which a pro forma is not.

How long does a pro forma stay valid? No official text sets a duration. It is for you to state on the document how long you hold the price — a commercial mention, useful precisely because the law is silent.

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