How to Upgrade Windows Server 2012 R2 to 2019 without Losing Data

To upgrade Windows Server 2012 r2 to 2019 on the same hardware and keep all the server roles and data intact, in-place upgrade is a good idea. Theoretically it shouldn't delete any of your data, but it's best to make a backup before upgrading just in case.


By Delia Updated on February 23, 2024

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Can You Upgrade Windows Server 2012 r2 to 2019?

The answer is YES. You can directly upgrade Windows Server 2012 r2 to 2019 using the in-place upgrade way. It enables you to upgrade older system to a newer one directly while keeping the same hardware and all the settings, server roles, data intact without flattening the server, which is arguably the easiest approach for Windows Server upgrading.

However, if you want to upgrade Windows Server 2012 to 2019, you'll need to in-place upgrade it to 2016, then 2016 to 2019. This is because you can usually only in-place upgrade to a version from the previous two versions.​​

Windows Server In Place Upgrade

For cases where in-place upgrades are not applicable (failed or unsupported), you can clean install 2019 to overwrite the existing operating system, and to avoid data loss, it’s necessary to backup the server in advance. This is also true for older OS like Windows Server 2008 (r2).

In-place Upgrade Windows Server 2012 R2 to 2019 vs Clean Install

There are usually 2 methods of upgrading Windows Server 2012 r2 to 2019: In-place upgrade and clean install.

💻In-place upgrade >>Details

In-place upgrade is a convenient way to avoid re-configuring and re-loading everything. But many users failed to upgrade Windows 2012 r2 to 2019 in place, which may result in a longer time for troubleshooting.

The main concern of in-place upgrades would be what apps cannot be upgraded (such as Domain Controllers, Exchange or email servers, SQL or Oracle servers, etc.), and what services should be disabled before upgrading.

💿Clean install >>Details

If you are not very sure about all this, then a better approach might be to first backup data on your current Windows Server 2012 r2 → fresh install Windows Server 2019 → then selectively restore data to Server 2019.

For more details, please check Windows Server in-place upgrade vs clean install.

Upgrade Server without Losing Data

To upgrade Windows Server 2012 r2 to 2019 without losing data, it’s highly recommended to make a backup of your operating system and important files. More »

Requirements for Windows Server 2019 Upgrading

Before you upgrade Windows Server 2012 r2, there is some relevant information you need to know.

Windows Server 2019 has its own system requirements

If your computer does not meet the minimum standards, you will not be able to upgrade to Server 2019.


1.4 GHz 64-bit processor

Compatible with x64 instruction set

Supports NX and DEP

Supports CMPXCHG16b, LAHF/SAHF, and PrefetchW

Supports Second Level Address Translation (EPT or NPT)


512 MB (2 GB for Server with Desktop Experience installation option)

ECC (Error Correcting Code) type or similar technology, for physical host deployments

Disk space for system partition

32 G

Network adapter requirements

An Ethernet adapter capable of at least gigabit throughput

Compliant with the PCI Express architecture specification

Other requirements

DVD drive (if you intend to install the operating system from DVD media)

Some third-party apps may not be compatible with the latest systems

This is another issue worth considering. To avoid subsequent troubles, you'd better check whether they support Windows Server 2019 or not before upgrading.

Also check with your cloud provider

In-place upgrade Server 2012 r2 to 2019 might also be supported by public or private cloud companies, but you need to check with your cloud provider for the details. Additionally, you cannot perform an in-place upgrade on any Windows Server configured to Boot from VHD. In-place upgrade from Windows Storage Server Editions to Windows Server 2019 is not supported, either. In this case, you could do a migration or clean installation instead.

How to Upgrade Windows Server 2012 r2 to 2019 in Place

To upgrade Windows Server 2012 r2 to 2019 via in-place upgrading, read this step-by-step guide, and preferably make a backup of your server just in case.

Step 1. Prepare for the upgrading to Windows Server 2019.

1. Patch your Windows Server 2012 r2 with the latest updates.

2. Before upgrading, Microsoft suggests you collect some information of the device. You can use it for troubleshooting purpose when the upgrade fails.

  • Go to C:\Windows\system32 and run “systeminfo.exe”. Copy and store the system information.
  • Open Command Prompt, type “ipconfig /all” and press Enter. Copy and store the configuration information.
  • Open Registry Editor, go to the HKEY_LOCAL_MACHINE\SOFTWARE\Microsoft\WindowsNT\CurrentVersion, then copy and store the Windows Server BuildLabEx (version) and EditionID (edition).

*Note you can't have any virtual machines running during the in-place upgrade.

Step 2. Run setup.exe to start in-place upgrade.

1. To upgrade your Windows Server, insert and mount the Windows Server 2019 setup media (DVD or ISO), run setup.exe directly.

Windows Server 2019 Setup Media

2. Select "Download updates, drives and optional features (recommended)" and click Next.

Download Updates

3. It will take some time to check device configuration, click Next when it’s done.

Whether you need to enter a license key to proceed depends on the distribution channel you received the Windows Server 2019 setup media from.

Step 3. Select the Windows Server 2019 image to install.

Choose an edition of Windows Server 2019 that you want to install and click Next.

In this step, it's better to check the info you collect from Register Editor (CurrentVersion), because you cannot upgrade to a different product line without data loss.

Select Image

Step 4. Choose what to keep after upgrading.

Accept the terms, then you can choose whether to keep personal files and apps. Click Next to continue.

Some users reported that the option to keep personal files and apps is GREYED OUT with the message: "you are trying to upgrade to a version of Windows that is different than the one installed". This indicates that you are trying to upgrade to a different product line - such as Datacenter to Standard.

What To Keep

If there’s anything incompatible with Windows Server 2019, it will prompt you a message requiring you to Confirm.

Step 5. Start upgrading Windows Server 2012 r2 to 2019.

Wait for a while and click Install to start upgrading. After finishing, your PC will automatically restart.

Ready To Install

Now you’ve in-place upgraded Server 2012 r2 to 2019, you could take a little more time to make sure your operation is successful.

👉Check your current edition

You can open Registry Editor and go to HKEY_LOCAL_MACHINE\SOFTWARE\Microsoft\WindowsNT\CurrentVersion, then check the edition of your Windows Server in ProductName.

How to Clean Install Windows Server 2019 Step by Step

As mentioned earlier, in-place upgrade is a convenient but not always reliable upgrade method, so if you want to avoid all possible upgrade failures as much as possible, or if you want to upgrade from Windows Server 2012, then a fresh install may be better for you. Here's how to clean installing Windows Server 2019 step-by-step.

Step 1. Preparation before installing Windows Server 2019.

Download the Windows Server 2019 ISO file from Microsoft and burn Windows Server 2019 ISO to USB (over 8 GB) for installation.

Remember to backup files, or even operating system of Windows Server 2012 (r2)beforehand,this way you can prevent any accidents, and selectively restore the data you want onto the newly upgraded server.

Step 2. Boot from the installation media.

Insert the USB installation media and start your PC into BIOS, choose the USB as the first boot option to continue.

In the Windows Setup page, enter your language and other preferences, click Next -> Install Now to begin the Windows Server 2019 installation.

Install Now

Step 3. Select the operating system to install.

Select the version of Windows Server 2019 you want to install and click Next.

Windows Server 2019 Standard

Then, accept the license terms and select Custom: Install Windows only (advanced) to perform a fresh install.

Select the Installation Type

Step 4. Specify where to install Windows Server 2019.

Select the destination to install the Windows Server and click on Next.

Select A Partition to Install

Wait for installation to complete, and the system should restart automatically afterward.

If everything runs well, you can then choose what to restore to the Windows Server 2019 system from the previous backup image.

Backup Windows Server in Case of Any Data Loss After Upgrading

Although Windows Server comes with a backup utility Windows Server Backup, if you ever used it, you’ll find it complicated, slow, and not fully functional. It also has some conspicuous limitations such as the 2 TB limit for backup, the number of backups it could keep, the lack of individual file backup features, etc.

With all these concerns, I prefer to use AOMEI Backupper Server, which offers comprehensive backup & recovery features in an easy-to-use interface. It's an adequate Windows Server Backup alternative, only with more useful options and fewer restrictions.

✅Wide applicability

It supports Windows Server 2003, 2008, 2011, 2012, 2016, 2019, 2022 (including R2), Windows SBS 2003, 2008, 2011 and Windows XP, Vista, 7, 8, 8.1, 10, 11.

Whether you want to upgrade Windows Server 2012 r2 to 2019, 2016 to 2019 or 2022, you could use this software to backup server to internal/external hard drive, NAS, network share, cloud service, etc.

🔰Complete functionality

It includes file/folder/partition/disk/system/cloud backup & restore with many useful options.

For instance, you can create scheduled incremental or different backup, set up retention policy to auto delete older backup, restore system image to different hardware, etc.

🌟More than backup Moreover, it contains Sync features to copy your data with original format and structure, Clone features to copy OS and data (e.g. clone Windows Server 2019 disk). Have a try and find more practical tools.
🍀User-friendly interface No complex jargon and learning costs. Complete any operation within several steps in a click-based user interface. The operation is much simpler than WSB.
Download FREE Trial Win PCs and Servers
Secure Download

Backup Windows 2012 r2 before upgrading or clean installation:

1. Click Backup on the left pane and choose a backup type. To show you how to perform individual file backup, I'll take File Backup as an example. Optionally, you can also use System Backup in case of an upgrade failure.

File Backup

✍Tips: To backup large amount of files, the best practice is to use the Cloud Backup feature. It enables you to backup folders to AOMEI Cloud, a cloud drive released by AOMEI Tech, which offers 1TB of free cloud storage from the time you sign up for an AOMEI account until 15 days.

2. Tap Add Folder or Add File to select the data you want to backup, then specify a destination to store it.

For the source folder, you can tap the funnel icon to include/exclude files with specific suffixes in Filter settings.
For the destination path, you can choose to Select a network location or Select a cloud in the drop-down menu.

Add Folders Files

3. After that, you can manage more settings to customize the backup, and then Start Backup.

Options: Manage compression level, image splitting, backup encryption, comment, email notification, etc.
Backup Schedule: Set up an automatic task on the basis of daily/weekly/monthly/event triggers/USB plug in.
Backup Scheme: You can choose backup method as full/incremental/differential, and enable automatic cleanup to delete obsolete backups automatically.

Start Backup

With this simple operation, you could backup whatever you want to keep before upgrading Windows Server 2012 r2 to 2019. Thus even if something goes wrong in the process of upgrading, you can easily retrieve important files or restore the operating system to an earlier state.

✍If you chose the clean installation way, you can also use the Explorer image feature to mount the backup image, and then choose certain data from it and restore it to the upgraded Windows Server 2019.

Explore File Backup

Supplement: Best Enterprise Data Backup Solution

If you are an enterprise user who has multiple Windows Server devices that need to be backed up, you can try the best enterprise backup software - AOMEI Cyber Backup. It offers you all-around enterprise data backup solutions:

  • It enables you to create system/disk/partition backup for a bunch of Windows PCs and Servers, supporting Windows 11/10/8.1/8/7 and Windows Server 2022/2019/2016/2012 (R2)/2008 (R2).
  • You are allowed to save backup images on a local disk, external hard drive, network share or NAS device, etc.
  • You can schedule a backup task to run every day/week/month using the full/incremental/differential backup method.

Download this powerful enterprise backup software now to have a try!

Download Free TrialEasiest Enterprise Backup Software
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To make backups for client computers, just log in AOMEI Cyber Backup, and add the Windows device that you want to backup. Then click Backup Task on the left menu bar and select Backup Task Create New Task.

Create New Task

Note: AOMEI Cyber Backup can not only help you backup physical machines but also virtual machines. It enables you to backup VMware and Hyper-V easily.


You can in-place upgrade Windows Server 2012 r2 to 2019 directly, and this process shouldn’t delete any of your files. But to avoid any unwanted data loss, it’s still recommended to backup important files in advance. Besides, if you want to upgrade Server 2012 or 2008 to 2019 through clean installation, backup is especially essential.

AOMEI Backupper is an ideal backup & restore solution for Windows Server with its high compatibility and complete features. In addition to basic data protection, it also enables you to automatically backup Windows Server to cloud, bare metal restore Windows Server to different hardware, restore Windows Server to virtual machine and so on.

Windows Server 2019 Upgrading FAQs

Why upgrade to Windows Server 2019?

If you are still running older systems like Windows Server 2012 or 2012 r2, maybe it's time to move on and upgrade to a newer version - Windows Server 2019 for example. Here are some of the significant reasons:

◇ Newer system has better compatibility with new services and applications.
◆ Windows Server 2019 makes it easier to integrate Linux with the new features like Linux Containers on Windows, Windows Subsystem for Linux (WSL), and the new Windows Server 2019 application platform.
◇ Windows Server 2019 builds on its strong foundation of security. Now it can not only block threats, but also monitor and react to perceived threats.
◆ Windows Server 2019 has been designed to work with or in the Cloud. It’s easier for users to connect their existing local environments to Microsoft Azure...

How much does upgrading Windows Server 2012 r2 to 2019 cost?

There are many factors involved in this question, like hardware, virtualization and so on. But if you mean the cost of license for upgrading, the answer is clear. Microsoft generally doesn’t offer an upgrade sale, so you need to purchase a copy or Windows Server 2019 separately. Here’s a list for your reference.


Ideal for

Licensing model

CAL requirements

Pricing Open NL ERP


Highly virtualized datacenters and cloud environments


Windows Server CAL



Physical or minimally virtualized environments


Windows Server CAL



Small businesses with up to 25 users and 50 devices

Specialty servers (server license)

No CAL required


Is Windows Server 2012 R2 end of life?
Windows Server 2012 R2 has ended mainstream support in 2018, and the end of extended support is in 2023. It means Microsoft will focus on newer OS, and an upgrade can bring you better follow-up support.
Is Windows Server 2019 still supported?
By May 11, 2021, all editions of Windows Server 2019, except the LTSC editions, are out of service. Devices running these editions will no longer receive monthly security and quality updates that include protection against updated. In addition, Server 2019 has a mainstream end date of January 9, 2024 and an extended end date of January 9, 2029.
How long does Windows Server in Place upgrade take?
The time it takes to perform an in-place upgrade of Windows Server can vary based on several factors, including the specific version of Windows Server, the hardware of the server, the amount of data on the server, and the overall performance of the server. In-place upgrades involve replacing the existing operating system with a newer version while keeping applications, settings, and data intact.
Delia · Editor
Delia owns extensive experience in writing technology-related blog posts, and has been a part of AOMEI since 2020 to provide expertise in data security and disaster recovery. She works with Windows operating systems, SQL databases, and virtualization platforms such as VMware and Hyper-V, specializing in troubleshooting and advising on data protection and migration.