Which Microsoft licenses can be legally resold?

Reselling Microsoft licenses is now a legal practice, governed by European legislation. However, many companies are still unaware of which licenses are eligible for resale and under what conditions. Understanding this framework allows companies to secure their software assets, optimize their IT budget, and fully embrace a circular economy approach.

The European legal framework for the resale of licenses

The possibility of resale is based on the principle of exhaustion of distribution rights, established by the Court of Justice of the European Union in the UsedSoft judgment on July 3, 2012 (Case C-128/11, CJEU). This landmark decision establishes that a software publisher cannot prevent the resale of a license once it has been transferred for an unlimited term in exchange for a one-time payment.

This decision has profoundly changed the way licenses are purchased in Europe and has paved the way for the second-hand software market and the sale of used licenses.

Which Microsoft licenses can be resold?

Not all licenses are eligible. To be eligible for resale, a Microsoft license must be perpetual, meaning it was purchased for an unlimited term with a one-time payment. The licenses in question are primarily Microsoft software such as:

Windows licenses (workstation or server)
Perpetual Office licenses (Office 2016, 2019, 2021, etc.)
Windows Server licenses
SQL Server licenses
Other licenses from volume licensing agreements

These licenses account for a significant portion of unused Microsoft licenses in businesses and often represent an untapped source of value.

Volume licensing: the core of the second life licensing market

Licenses from volume licensing agreements (Open, Select, Enterprise Agreement) are suitable for resale. They are designed to support a large number of workstations or servers and are often overprovisioned when infrastructure changes occur. The ability to sell licenses from these agreements allows companies to monetize their assets after:

a move to the cloud
a reduction in IT assets
a merger or reorganization
an infrastructure upgrade

In these situations, reselling used licenses becomes a valuable financial tool.

Microsoft licenses that cannot be resold

Some licenses are not eligible for resale because they do not meet the legal requirements for transfer. These include:

cloud subscriptions (Microsoft 365)
licenses purchased on a rental or subscription basis
OEM licenses permanently tied to specific hardware
licenses obtained for free or through specific programs

These licenses cannot be transferred because the company does not hold a transferable property right.

Requirements for selling Microsoft licenses

To ensure that the resale complies with regulations, several requirements must be met:

The license must be uninstalled at the seller’s premises at the time of transfer
The company must transfer all usage rights
The chain of ownership must be documented
The licenses must originate from the European Union

Compliance with these terms ensures a compliant and secure transaction for both the seller and the buyer.

Why do companies choose to sell their unused licenses?

More and more organizations are looking into selling unused Microsoft licenses. This approach addresses several challenges:

reduce software licensing costs
optimize the IT budget
support the transition to the cloud
monetize idle digital assets

Software licenses thus become genuine financial assets capable of generating cash flow.

An approach aligned with the circular economy

Reselling unused Microsoft licenses is part of a circular economy approach applied to the digital sector. Rather than remaining unused, the licenses are reused by other organizations. This approach allows for:

to prevent the waste of digital resources
to extend the lifespan of software
to reduce the environmental footprint associated with digital technology

The second-hand software licensing market thus contributes to more responsible software management in businesses.

Maximize the value of your licenses with a specialized provider

At Itancia, we assist companies with the audit, valuation, and buyback of their unused Microsoft licenses. Our experts ensure every step is handled properly: inventory analysis, legal compliance, and financial valuation.