Software licence sales - a valuable source of revenue in insolvency proceedings

Used software licences - the invisible company value

The coronavirus pandemic, the war in Ukraine, geopolitical conflicts, the energy crisis, inflation, supply chain problems, rampant bureaucracy - the number of crisis hotspots in just a few years has had a massive impact on the European and, in particular, the export-orientated German economy. As a result, even low growth forecasts are repeatedly revised downwards, the overall economy in Germany is stagnating and struggling companies in particular are increasingly running out of steam. The number of insolvencies in Germany rose by almost 25 per cent last year to over 22,000, the highest figure since 2015, and the trend is rising. The percentage increase in larger companies with more than 250 employees of over 44 per cent was particularly significant, including prominent examples such as Galeria Karstadt Kaufhof and FTI-Touristik.

According to an analysis by Creditreform Wirtschaftsforschung, the associated creditor losses amounted to over 56 billion euros in 2024. A year earlier, the figure was just under 32 billion. Insolvency administrators inevitably have their hands full determining and securing company values and honouring creditor claims as far as possible.

In this blog post, we explain why used software licences represent a considerable company value and use a practical example to show what the sale on the secondary software market can bring in, and not just in the context of insolvency.

Software licence sales - what insolvency administrators should consider

The legal purchase and sale of used software licences within the European Union has been fully clarified and accepted by all market participants, including major manufacturers such as Microsoft and Adobe, at the latest since the supreme court rulings of the ECJ and the Federal Court of Justice in 2012 and 2013.

However, there are some important points to bear in mind when trading in used software to ensure that the change of ownership, for example in the event of a sale, is legally compliant:

• The licences that are no longer required were first placed on the market in the EU or in a signatory state to the Agreement on the European Economic Area. Since 2012, the so-called principle of exhaustion has also applied to used software licences for download software, which has been secured by supreme court rulings.
  
  
• The manufacturer's software licence is unlimited in time.
  
  
• Only purchased software licences can be resold.
  
  
• Software licences from volume contracts can also be sold in part, as individual licences of a volume contract represent an independent copy of the computer program. The only exception to this is in the area of client-server installations.
  
  
• The used software must also be de facto transferred with the sale. To this end, the software must be uninstalled from the respective computers before the sale and the process must be documented transparently.

Finding the right provider for software licence sales

When selling used software licences in a legally compliant manner, particularly in the case of large volume licences of widely used standard Microsoft software, insolvency practitioners should ensure that the following selection criteria in particular are met by the supplier:

• Strict compliance with European and national laws and applicable case law
  
  
• Full transparency of the rights chain including documentation of the licence history
  
  
• Legally compliant transfer with declaration of uninstallation and licence transfer
  
  
• Exclusion of unclear licence sources or unmarked EDU licences
  
  
• Comprehensible and fair contracts without hidden clauses or conditions.
  
  
• Proven success and satisfied customers
  
  

We have compiled these and additional criteria in a checklist for free download, which insolvency administrators or company managers can use to be on the safe side when choosing a provider.

PREO tip: Have software assets legally checked in advance by licensing experts

Before selling used software licences, the exact inventory should be determined and documented. PREO's licensing experts recommend having this legally checked by a provider specialising in European licensing law in order to ensure a transparent and compliant licence sale from the offer to the settlement phase.

PREO offers insolvency practitioners many years of expertise in the purchase of used software licences from corporate insolvencies. In particular, this includes large volume licences for widely used standard software, such as applications, operating systems or servers from Microsoft and other major software providers. PREO's licence experts will be happy to provide you with a free quote, analyse your current licence portfolio and ensure a legally compliant licence transfer.

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Example of insolvency proceedings: Software licence sale generates six-figure proceeds

Within the insolvency proceedings of BenQ Mobile GmbH & Co. OHG, the insolvency administrator generated a mid-six-figure sum by selling existing software licences to PREO. The realisable products were mainly Microsoft licences from an enterprise agreement for around 4,500 workstations, server licences, CALs and Citrix licences.

In this customer case, you can find out why the responsible insolvency administrators at PLUTA Rechtsanwalts GmbH decided to sell the used software licences to PREO for security and compliance reasons in addition to the financial aspects.

With PREO, you are relying on an experienced and reputable B2B provider

As one of the pioneers in the European trade in used software, PREO offers companies, organisations and public administrations a large selection of used volume licences at all times, in particular current and older program versions of standard software from market-leading manufacturers such as Microsoft and Adobe.

These licences also come from the stocks of insolvent companies, for example, and are fully checked before being resold so that audit-proof documentation of the rights chain is guaranteed. However, PREO customers not only have all the advantages on their side in terms of legal security and compliance of used software licences and benefit from

• high savings on ongoing licence costs of up to 70 percent compared to the respective new version.
     
  
• 100 per cent legally compliant and audit-proof licence acquisition with maximum transparency in all processing steps, including complete documentation in the PREO licence portal ‘Easy Compliance’.
  
  
• Personal advice on all questions relating to licence transactions or the integration of used software licences in traditional network structures or hybrid cloud models.
  
  
• existing software licence management capacities for large IT infrastructure projects with thousands of workstations and cross-border locations.
  
  
• more sustainability in the IT sector by promoting an active circular economy and reducing the company's CO2 footprint. Speaking of sustainability: PREO is the only reseller of used software with a current scorecard listed by EcoVadis, the world's largest provider of sustainability ratings.
  
  
• The expertise gained from numerous reference projects that PREO has already successfully realised for well-known companies from various industries and sectors in recent years.

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