Transferring a Microsoft License: Retail, OEM and Volume Rules

Published October 23, 2026 · Updated October 23, 2026

Whether you may transfer a Microsoft license depends on the type of license. A retail license for Office or Windows may be transferred to another device of your own, no more than once every 90 days, and to a third party if you are the first licensed user; an OEM license moves only together with the device. Perpetual volume licenses may be resold by organizations in the EU because the distribution right is exhausted with the first sale; subscriptions are not transferable. This article sets out the rules by license type, with the documents that belong with a transfer.

Contents

• Four license types, four rules
• Retail license: Office and Windows bought in stores
• OEM: only with the device
• Volume license: agreement and EU law
• Transfer within your own organization: the 90-day rule
• What belongs with a transfer
• Frequently asked questions

Four license types, four rules

Retail license: Office and Windows bought in stores

The license terms for Office 2024 and Office 2021 and for Windows 11 set out the transfer of stand-alone software in three sentences. First, you may transfer the software to another device that belongs to you, for Office no more than once every 90 days, except due to hardware failure, in which case you may transfer sooner. Second, you may transfer the software to a device owned by someone else if you are the first licensed user and the new user agrees to the terms. Third, every time you transfer the software to a new device you must remove it from the prior device; sharing licenses between devices is not allowed.

For buyers in Germany and the European Economic Area (EEA), one sentence is added that is often overlooked: the transfer section of the Office terms does not apply if the software was acquired in the EEA and is only transferred within the EEA; the Windows terms name Germany expressly. In these cases, the transfer is governed by applicable law, that is, by the exhaustion principle explained below.

OEM: only with the device

Software that was preinstalled on a device is bound to that device. The license terms for Windows 11 and Office allow the license to be transferred to another user only together with the licensed device; for Windows, the authentic label with the product key must be included if it came with the device, and for Office the software is no longer activated once transferred. The new user must agree to the terms. Anyone who sells a computer with preinstalled Windows therefore transfers the license with it automatically; anyone who wants to pass on the license without the computer has no route under the terms. The exception for Germany and the EEA applies here too.

Volume license: agreement and EU law

Volume licenses are governed not by the end-user terms but by the volume licensing agreement and the Product Terms. The Microsoft Customer Agreement, the agreement for customers of the Cloud Solution Provider program, allows transfers only of fully paid, perpetual licenses and only to an affiliate or to a third party in connection with the transfer of hardware or employees as part of a divestiture or merger. After the transfer, the customer must uninstall the software, render any copies unusable and provide the transferee with the agreement terms; attempted transfers that do not comply are void under the agreement.

In the EU, the law stands above this agreement: under Article 4(2) of Directive 2009/24/EC, the distribution right in a copy of a program is exhausted by the first sale in the Union by the rights holder or with the rights holder's consent. In case C-128/11, the Court of Justice of the European Union ruled that the rights holder can then no longer oppose the resale of that copy, regardless of any contract terms to the contrary (paragraph 77), and that the first acquirer must make their own copy unusable at the time of resale (paragraph 70). In Germany, Section 69c No. 3 of the Copyright Act implements the rule and expressly names the EEA alongside the EU. An organization may therefore sell a perpetual volume license to another organization, even without a merger. What has to be documented is set out below; the background is explained in Is used software legal? The five most common myths are cleared up in Five myths about used software.

Two things are not transferable: subscriptions, because the agreement allows only perpetual licenses and the right of use is time-limited, and Software Assurance, which under the Product Terms may be reassigned only together with the underlying license and ends when it expires. What separates volume licenses from single licenses is explained in What is a volume license? How subscriptions and perpetual licenses sit side by side in the Cloud Solution Provider program is explained in CSP license explained.

Transfer within your own organization: the 90-day rule

Within the organization, transfer means reassignment. Under the Product Terms, every license must be assigned to a device or user before use. Reassignment to another device or user is allowed no sooner than 90 days after the last reassignment of that same license. Three exceptions allow an immediate change: permanent hardware failure or loss, termination of the user's employment or contract, and a temporary reallocation to cover a user's absence or a device that is out of service. After the reassignment, the software must be removed from the former device or access blocked. For Windows per-device licenses, additional reassignment terms apply under the Windows product entry, according to the Product Terms.

Record every assignment with a date. That list is your evidence in a license audit, see Preparing for a license audit.

What belongs with a transfer

Whether you sell or buy a volume license, the same documents make the transfer hold up.

1. Proof of first sale: agreement, order or invoice showing product, version, edition, quantity and the purchase in the EU or EEA.
2. Seller's declaration: that they no longer use the software and have made their copy unusable, with date and signature.
3. Chain of ownership: the unbroken sequence of previous owners from the first buyer to the purchaser.
4. Handover of the terms: the Product Terms and the agreement under which the license was acquired, so that the acquirer knows its scope and limits.
5. Uninstallation: remove the software at the seller's end and close the assignment in the license list.

If a document is missing, the license is not worthless, but it is vulnerable in an audit. Anyone handing over licenses closes the matter cleanly with these five points; anyone buying asks for them before paying. Public authorities need the same documents, see Can public authorities buy used software?

Frequently asked questions

Can I transfer a Microsoft Office license?

A retail Office license, yes: to your own device no more than every 90 days, to a third party as the first licensed user. Preinstalled Office only with the device. In the EEA, applicable law replaces the transfer section.

Can I transfer a Windows license to another PC?

Stand-alone Windows 11, yes, to a device of your own, and it must be removed from the old one. Preinstalled Windows only together with the device.

My old PC is broken. May I transfer Office sooner than after 90 days?

Yes. The Office terms expressly name hardware failure as an exception to the 90-day limit.

May an organization sell volume licenses to another organization?

Yes, if the license is perpetual and was first sold in the EU or EEA with the rights holder's consent. The Court of Justice of the European Union ruled that contractual bans do not prevent this; the seller must make their copy unusable.

Can I transfer a Microsoft 365 subscription?

Not to another organization: the Microsoft Customer Agreement allows transfers only of fully paid, perpetual licenses. Within the organization, subscription licenses can be reassigned to users.

How often may I reassign a license within the organization?

No sooner than 90 days after the last reassignment of that same license, except for hardware failure, the end of the user's employment or temporary cover.

Does Software Assurance transfer with the license?

No. Under the Product Terms, Software Assurance may be reassigned only with the underlying license and ends when it expires; when a license is sold to a third party, it does not go with it.

What Lizenzus does for you

We buy perpetual Microsoft volume licenses that your organization no longer needs, and we supply used licenses with the three documents on first sale in the EEA, the previous owner's declaration and the chain of ownership. How the purchase works is described under Sell software licenses; the overview of available licenses is at Buy Microsoft licenses. In your quote request, tell us product, version, quantity and purchase channel. Your quote request is non-binding.

Sources

• Microsoft: Microsoft Software License Terms, Office 2024 Desktop, section Transfer, accessed October 23, 2026
• Microsoft: Microsoft Software License Terms, Office 2021 Desktop, section Transfer, accessed October 23, 2026
• Microsoft: Microsoft License Terms, Windows 11, section 4 Transfer, accessed October 23, 2026
• Microsoft Licensing: Product Terms, Universal License Terms for all Software, section License Assignment and Reassignment, accessed October 23, 2026
• Microsoft: Microsoft Customer Agreement, section License transfers, accessed October 23, 2026
• Official Journal of the EU: Directive 2009/24/EC, Article 4(2)
• Court of Justice of the EU, judgment of July 3, 2012, C-128/11 UsedSoft, paragraphs 70 and 77
• Section 69c German Copyright Act (UrhG)