Second-hand software licences: is it legal in France and Europe?
Yes. In the European Union, the Court of Justice (UsedSoft ruling, case C-128/11, 2012) allows the resale of a perpetual software licence, provided the first buyer stops using it. The licence must have been sold for the first time in the European Union or the European Economic Area. This does not apply to a subscription or to a misappropriated key. Keep the invoice: it is your proof.
- The principle: once a publisher sells a perpetual licence, it can no longer oppose the resale of that copy. This is the “exhaustion of the distribution right”.
- The legal texts: European Directive 2009/24/EC on computer programs (Article 4(2)) and, in France, Article L122-6, 3° of the Intellectual Property Code.
- The conditions: a perpetual licence paid for, a first sale in the European Union or the EEA, the seller’s copy made unusable, no more rights than the original licence.
- Outside the principle: subscriptions (Microsoft 365), generated or copied keys, licence labels detached from their computer, licences first sold outside Europe.
What the Court of Justice of the European Union says
In the ruling Oracle v UsedSoft (case C-128/11, 3 July 2012), the Court held that when a publisher sells a copy of its software with a right of use for an unlimited period, it can no longer oppose its resale. This is the principle of “exhaustion of the distribution right”.
The Court states that this also applies to downloaded software, not only to software sold on a physical medium. The new buyer becomes a “lawful acquirer”: they may install and use the software in line with the original licence.
What the legal texts say
| Text | What it provides |
|---|---|
| Directive 2009/24/EC, Article 4(2) | The first sale of a copy of a program in the Union by the rightholder, or with their consent, exhausts the distribution right of that copy within the Union, except the right to control rental. |
| French Intellectual Property Code, Article L122-6, 3° | The first sale of a copy of software in a European Union or EEA state, by the author or with their consent, exhausts the right to put that copy on the market in all member states, except the right to authorise rental. |
| Agreement on the European Economic Area | The directive also applies in Norway, Iceland and Liechtenstein. |
The conditions, one by one
| Condition | What it means | What can be checked |
|---|---|---|
| Perpetual licence, bought for a price | A right of use with no time limit. A subscription (Microsoft 365 for example) is not covered. | The type of licence stated by the seller and on the invoice |
| First sale in the European Union or the EEA | Exhaustion only applies to a copy put on the European market by the publisher or with its consent. | The European origin declared by the seller |
| The first buyer stops using their copy | They must make their copy unusable at the time of resale. | Activation: a key already used elsewhere is usually refused |
| No more rights than at the start | The Court rules out splitting a licence that covers a server and its users in order to resell part of it. | The number of workstations covered by the licence |
| A traceable origin | The licence must come from a regular sale. | An invoice, and for a business, what the seller can provide about the provenance |
What the courts have said since 2012
| Decision | What it holds | Scope in France |
|---|---|---|
| Court of Justice of the European Union, Tom Kabinet, 19 December 2019 (C-263/18) | The resale of e-books is not covered by exhaustion. Software falls under a specific directive, which keeps the UsedSoft solution for it. | Direct |
| German Federal Court of Justice (BGH), 11 December 2014 (I ZR 8/13) | Allows the separate resale of licences acquired in volume, as long as the total number of uses does not exceed that of the original licence. | Indirect (German decision) |
| United Kingdom, Competition Appeal Tribunal (12 November 2025) and Court of Appeal (7 July 2026), ValueLicensing v Microsoft | Exhaustion applies to Windows and Office; contractual clauses do not prevent it; the restriction on splitting concerns client-server licences. | Indirect: British decisions, not binding in the Union |
What this does not cover
- Subscriptions: a Microsoft 365 licence cannot be resold.
- Copied or generated keys, or keys taken from licence labels detached from their hardware. In the United States, a reseller of detached labels was sentenced to prison in March 2026.
- Restricted-use keys (education, subscription, evaluation version).
- Generic keys published by Microsoft for enterprise activation (KMS): they give no right of use.
- Licences first sold outside Europe: European exhaustion does not apply.
- Sellers who cannot prove the origin of their keys.
What about Microsoft?
Microsoft restricts resale in its licence agreements and challenges it in court, where it lost in the United Kingdom in 2025 and 2026. Technically, Microsoft can also block a key at activation (errors 0xC004C003 or 0xC004C008). A legally resold licence can therefore be refused if its key has been used elsewhere: that is why the seller’s activation guarantee matters as much as the law.
Individual or business: what changes
| Individual | Business | |
|---|---|---|
| What matters first | A key that activates, an invoice, a seller you can reach | Being able to justify each licence in an audit |
| What to keep | The invoice and the delivery email | The invoice, the delivery email, the workstation where the key is installed, and the provenance documents supplied by the seller |
| Going further | Check a key | Office licence for a business |
How to check before buying
Identify the seller
Company name, SIRET, address and full legal notice. Here are ours.
Ask for an invoice
With VAT, in your company’s name if needed. Keep it: it proves your right of use.
Check the activation
After entering the key, check the status in Settings, System, Activation. Verification guide.
Our position
Licenciel sells pre-owned perpetual Microsoft licences from European resale, with an invoice for each batch, and new ESET licences. A business that needs to justify the provenance of each licence can ask us, before ordering, what we provide for its records. This page is general information, not legal advice; for a specific situation, consult a lawyer. Licence provenance.
Frequently asked questions
Is the resale of second-hand licences legal in France?
Can a Microsoft 365 licence be resold?
What should I keep after purchase?
Can a licence bought in the United States be resold in France?
Can part of a volume licence be resold?
Can Microsoft block a pre-owned licence?
Is a generic key found on the internet a licence?
Can a business buy pre-owned licences?
Going further
- Check that a key is genuine
- Cheap Windows key: legal or a scam?
- Windows key: Retail, OEM or volume
- Our guarantees and licence provenance