In Place Upgrade of Window Server

 In Place Upgrade KB ID 0001895

Problem

An in-place upgrade of a Windows Server, where you update an existing server installation to a newer version without reinstalling from scratch, can be a powerful way to bring older infrastructure up to date without the lengthy process of rebuilding a system and restoring data. The allure of this method lies in its simplicity and time efficiency; theoretically, you can go from, say, Windows Server 2016 to Windows Server 2022 with much less downtime, keeping configurations, applications, and user data intact. This can be especially appealing in scenarios where budget or time constraints make a full migration impractical, or for environments where a server holds critical roles that are complex to reconfigure from scratch.

However, while in-place upgrades have their perks, they aren’t without pitfalls. For starters, there’s always a risk of compatibility issues, especially if the server runs legacy software that might not play nicely with the new OS version. Performance problems can also arise, as remnants of old files and configurations may lead to a less than optimised system, compared to a clean installation. Additionally, any existing issues on the server, such as misconfigurations, registry bloat, or malware, can carry over to the new version, potentially causing instability. Therefore, before deciding on an in-place upgrade, it’s essential to weigh these pros and cons carefully, considering both the potential gains and risks based on your environment and long-term plans.

As I’ve previously stated, I prefer to do in place upgrades, If you have less than 50 servers and an IT support team, you may want to plan a clean install and data migration, but there comes a point where that’s simply not practical. My firm looks after more than 10 thousand Windows servers, and when a ‘wave’ of them goes outside of supportability – We either stop supporting them or offer and in-place upgrade.

Windows Server In Place Upgrade Paths

Current OS Upgrade Path to Windows Server 2022 Upgrade Path to Windows Server 2025
Windows Server 2008 Upgrade to Windows Server 2008 R2 → Upgrade to Windows Server 2012 R2 → Upgrade to Windows Server 2019 → Upgrade to Windows Server 2022 Upgrade to Windows Server 2008 R2 → Upgrade to Windows Server 2012 R2 → Upgrade to Windows Server 2019 → Upgrade to Windows Server 2025
Windows Server 2008 R2 Upgrade to Windows Server 2012 R2 → Upgrade to Windows Server 2019 → Upgrade to Windows Server 2022 Upgrade to Windows Server 2012 R2 → Upgrade to Windows Server 2019 → Upgrade to Windows Server 2025
Windows Server 2012 Upgrade to Windows Server 2012 R2 → Upgrade to Windows Server 2019 → Upgrade to Windows Server 2022 Upgrade to Windows Server 2012 R2 → Upgrade to Windows Server 2019 → Upgrade to Windows Server 2025
Windows Server 2012 R2 Upgrade to Windows Server 2019 → Upgrade to Windows Server 2022 Upgrade to Windows Server 2019 → Upgrade to Windows Server 2025
Windows Server 2016 Direct upgrade to Windows Server 2022 Direct upgrade to Windows Server 2025
Windows Server 2019 Direct upgrade to Windows Server 2022 Direct upgrade to Windows Server 2025
Windows Server 2022 NA Direct upgrade to Windows Server 2025

Note: Server 2025 information is not official at time of writing, information was provided my Microsoft Copilot.

Solution : In Place Upgrade

In Place Upgrade Planning and Pre Upgrade Steps

As well as making sure you have the compute and storage requirements (of the OS that you are upgrading to), make sure your hardware and/or Hypervisor supports the target OS. Then you have things to consider.

  • Roles And Features.
  • Microsoft Applications.
  • Third Party Applications.

Roles and Features: these are add-on components to the OS that you can enable (add) or disable (remove). Some common ones like DNS server or DHCP server, we just accept and don’t even worry about, but what about roles like certificate services? or a feature like NDES? What if the server is a domain controller? I’ll attempt to answer SOME of those questions below, but this is another reason why you should check, research, and test before upgrading

Show all Roles and Features With PowerShell

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Get-WindowsFeature

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Microsoft Applications: Here I’m talking about things like Microsoft Exchange, Microsoft SQL, Microsoft Teams etc. Each one of those have their own dependancies OS requirements an upgrade paths that you may need to take into consideration. My personal preference is to migrate these applications onto new clean servers rather than in-place upgrade. I’ve done two in place upgrades of Exchange on the test bench and both of those were 100% successful, I’d be less happy doing them in production, and I’ve got a lot of articles showing you how to upgrade and migrate Exchange, I suggest you look there first! 

Third Party Applications: This will vary from use case to use case, but consider your AV and security products, do they support the new OS? Does you backup and replication software support the new OS. That’s before you look at you line of business or back office applications like print management software, or the software that controls your building access for example.

Show all Installed Software With PowerShell

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Get-WmiObject -Class Win32_Product

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In Place Upgrade ‘Pre-flight checks’

Most servers these days are virtualised, and time spent on reconnaissance is seldom wasted, If you are considering in place upgrading anything, I would urge you to clone those machines, sandbox them, and perform the in place upgrade in isolation, this will give you a change to do some functional (post upgrade) testing of both the server OS, its installed roles and any third pert applications.

As with all things infrastructure, you’re only as good as your last backup, before doing anything MAKE SURE you have a reliable (tested!) backup. Not just for the server you intend to upgrade but for any server that has a service or software dependency on the server you intend to upgrade.

Ensure the upgrade server is FULLY UPDATED before proceeding.

If the server is virtual, we also have the advantage, to take a snapshot prior to upgrade. (You can even clone a copy and keep it on standby) .

In Place Upgrade Process

Well it’s 95& preparation and 5% execution, the actual upgrade process is alarmingly simple. Present the installation media ISO to the source server, (or copy the files to the server and run setup.exe)

At the welcome screen > Next > At this point the system may take some down getting update’s > Enter the Windows activation code for the new server OS > Next > Select the version you want to install, remember if you want a server with a GUI interface, select the Desktop Experience option > Next.

At the EULA screen > Accept > Select “Keep files settings and apps” > Next > Install.

At this point the upgrade will take place, the server may reboot, but the upgrade process will continue.

When complete, you will be looking at a login screen, simply authenticate with the same credentials as before.

In Place Upgrade of Domain Controllers

Yes it’s possible, yes I’ve done it multiple times, if all the server is doing is performing Active Directory domain services and other common roles like DNS and DHCP, then I would not bother in place upgrading a domain controller, I’d simply build a fresh one, then decommission the old one (possibly needing to migrate FSMO roles)

But I’ve said its possible, just beware you may come across this error during the upgrade.

Active Directory on this domain controller does not contain Windows Server {version} ADPREP / FORESTPREP updates

This one is pretty much self-explanatory, and makes complete sense if you’ve spent any time deploying domains controllers! Well of course it doesn’t! Think about it if this is the first domain controller with the new OS in the domain, the schema has not been updated for that version of domain controller, which would happen if you were installing a DC from scratch. Here there’s only one server in the domain, and I’m on it. DON’T CLOSE THE UPGRADE WINDOW.

Open a administrative command window and change to the D:\Support\Adprep directory, run adprep.exe /forestprep and when prompted press C {Enter} to continue.

I prefer to also perform a adprep.exe /domainprep  also, but you can progress in the upgrade without doing this, below I’m performing the command within PowerShell so I’m using ./adprep.exe /domainprep.

In Place Upgrade of Servers Running Certificate Services

Can you do this? Yes – Even if you have a multi-tier PKI deployment. see here I’ve personally done this twice (Server 2016 > Server 2022 and Server 2019 > Server 2022) and both were 100% successful. You can of course perform a traditional migration of Certificate Services to another server.

In Place Upgrade of Servers Running DHCP

I would not even worry about this, if you wanted to migrate a DHCP scope to another server it’s easy as peas. But in place upgrade of a DHCP server is not a concern. Even if they are performing DHCP HA

In Place Upgrade of Servers Running NPS (Network Policy Server)

I’ve done this successfully, if you wanted to migrate this role manually then simply see the following article Migrate NPS Server.

In Place Upgrade of Servers Running RDS (Remote Desktop  Services)

Whilst supported be aware that if you upgrade you RDS licensing server, ensure you have CALs/Licenses (or SALS if you’re SPLA licensed) that support the new version of Windows. e.g. 2016 RDS CALs will work with Server 2019 but will not with Server 2022. If you have problems ‘post upgrade‘ delete the following folder “\windows\system32\lserver ” then relicense correctly with new CALs/SALs.

Invitation

If you’re reading this and considering an in place upgrade there may be a role or feature, or piece of software your server is running I’ve not covered. If so please bookmark this article, and return later, then post below what OS you upgraded from and to, and what Role/Feature/Software you were running. Was it a seamless procedure, or did you encounter a problem, error message, of complete failure? Please post your follow ups below to help the next person.

Related Articles, References, Credits, or External Links

In Place Upgrade Windows 2016 to Windows 2019

Upgrade Server 2012 (In Place)

Upgrade Server 2012 (In Place)

Upgrade Server 2012 KB ID 0001802

Server 2012 End Of Life

Note: Also See In Place Upgrade of Window Server

Windows Server 2012 (and Windows Server 2012 R2) will go end of life on October 10th 2023. Start planning to migrate your productions workloads off this platform as soon as you can.

I’ve mentioned before on the site, I’m not a fan of ‘in place’ upgrades, you get to migrate all the ‘broken bits’ (that you didn’t realise were broken), and if the process goes wrong, best case scenario is you are going to be restoring from backup.

What can I upgrade to? Well essentially, your target is to upgrade to Server 2019 , (not Server 2022 that’s not supported).

Upgrade Server 2012 Pre Requisites

Licenses: Just because you’re legally running Server 2012 does not mean you can upgrade to Server 2019, unless you have  software assurance. If you’re wondering if you have software assurance you probably do not (typically you buy it on a three year deal with the option to extend it to five years, and it’s VERY expensive). So if you dont know, you probably DONT have the software assurance. So you will need to purchase a new agreement, or buy new retail copies of Server 2019.

You will require a Windows Key for the new server (or KMS services setting up that will allocate a Server 2019 key to the newly upgraded server.)

CALs/SALs (Chances are you WONT have SALs, but if you do then speak to your MSP). You will need the correct amount of user/device CALS for server 2019 before you start your upgrade.

Backup Support: Does your backup solution support server 2019? 

Application Support: Does your AV Software, Endpoint protection solution, or Managed Detection and Response system support Server 2019? Make sure you check this list for Microsoft application support, and ensure any third party applications are supported with the vendor.*

*I cannot stress this enough, I work for a major MSP, and most clients are astounded when we wont simply upgrade their old server(s) from 2012, because we simply cannot guarantee that THEIR applications will work successfully on a newer version of Windows Server.

Hardware Support: Most servers are virtual these days, so this is less of an issue, but the machine/VM being upgraded needs to meet the minimum hardware requirements for server 2019.

Updates: MAKE SURE your existing 2012 server is up to date, (and the applications are patched as much as possible!)

Maintenance Window: During the upgrade the server will be offline to users, this will be for as long as a normal OS install, but you will need to plan in additional time for testing applications (post OS upgrade), then programming in any maintenance timings, and arranging and planning any CAB.

Snapshot: If you’re running in a virtual environment, then carry out a snapshot, (or Checkpoint if you are running Hyper-V).

Backup: Before even entertaining the idea of updating the server, make sure you have a good backup. I would make sure I could restore from backup successfully before even attempting an in place upgrade on a production server running 2012/2012R2. In fact if your risk averse, upgrade the restored server itself!

WARNING: Make sure the media you use to upgrade is up to date. While Windows server has a mainstream support date of 9th January 2024, some earlier versions may not be supported. ENSURE you are using build number 1809 Long-Term Servicing Channel (LTSC) or newer.

If you are in doubt about any role or application that may not work (post in place upgrade), then clone your machine, and test the upgrade on an isolated network to test the procedure beforehand.

Upgrade Server 2012 (Domain Controllers)

Other posts say this is not possible, but that is not true, (with some caveats). But it’s so much easier to build a new member server with server 2019/2022 and then extend the forest and domain, promote the new server to be a DC, and demote the old server(s). 

If you attempt to in place upgrade a 2012 server Windows MAY stop an in place upgrade with the following error;

Active Directory on this server does not contain Windows Server ADPREP / FORESTPREP updates.

Which makes sense (if you’ve ever done any domain upgrades or migrations). Before a 2019 DC can be introduced into a domain the forest and domain need to be prepared, (the schema extended). You can either (on this or another DC) run adprep.exe / forestprep and adprep.exe /domainprep from the 2019 install media (look in the support/adprep folder).  

Note: Make sure you’re logged in as a member of the schema admins group!

Obviously if you’ve already ran forest prep and adprep and already have 2019 domain controllers this error will not appear and the server will simply update.

Upgrade Server 2012 (Exchange Server)

NO ! Just don’t do this. Exchange on-premises is designed to be ‘swing migrated‘ to a newer version. If you need to do this then PeteNetLive is littered with upgrade run through even if you are on older versions of Exchange.

Migrate Exchange 2010 to Exchange 2016 (& 2013)

Exchange 2019 Migration from Exchange 2016 (&2013)

Upgrade Server 2012 (SQL Server)

We are in murky waters here! Server 2019 (at time of writing) does not support anything OLDER than SQL 2014. So you may need to upgrade your SQL instances before you consider upgrading the OS. Every single time I’ve ever replaced a SQL server (and I’ve been doing this for over 20 years now) I’ve built a new one, migrated the databases and then the application vendor has installed ‘whatever‘ application or website that required the database.

Also Server 2019/2022 have particular SQL CU level requirements!

If some SQL Jedi walks in here I’d welcome any comments below. But for me it’s a No!

Upgrade Server 2012 / 2012 R2 to Server 2019 (In Place)

By this point you’re adamant you DON’T want to build a new server and migrate your apps and data, and you’ve understood all the pre-requisites and warnings above.

Before starting, Microsoft recommend that you gather some information, run the following commands and take the information dumped into text files and put them safely elsewhere.

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Systeminfo.exe >> SystemInfo.txt
ipconfig /all >> IPConfig

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Then take a copy of the contents of the following two registry values;

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HKLM:\SOFTWARE\Microsoft\Windows NT\CurrentVersion\BuildLabEx

HKLM:\SOFTWARE\Microsoft\Windows NT\CurrentVersion\EditionID

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Note: I lost the will to live trying to work out how to dump those two values into a text file with PowerShell 5.1 (there’s a challenge for you!)

Present the Server 2019 Install to your 2012 server, locate and run setup.exe.

It will ask to check for update let it do so  > Next.

If you are installing a ‘retail’ version of Windows server, at this point it will ask of the licence key > 

Call me an  old traditionalist, I require a graphical user interface > Next.

I believe that someone at Microsoft should be made to read one of these out loud for EVERY copy of Windows it sells, seriously they could put anything in here. Now that your firstborns soul belongs to Microsoft > Accept.

The whole point is to retain our data! > Next.

It will now run through its pre-flight checks, pull down any updates and make sure it’s happy. When finished it will warn you if there’s any potential problems. Here it’s complaining about my monitor driver, (probably because it’s using the Window update download one, and not the VMware tools one to be fair). I know this wont cause me any problems, I can click Confirm > 

Last chance to bail out! Install.

One hour and twenty five minutes later,

In Place Upgrade of Server 2012 Running Certificate Services

Can you do this? Yes – Even if you have a multi-tier PKI deployment. see here

 

Related Articles, References, Credits, or External Links

In Place Upgrade Windows 2016 to Windows 2019