By Delia / Last update October 26, 2021

Why upgrade to Windows Server 2019

If you are still running older system like Windows Server 2012 or 2012 r2, maybe it's time to move on and upgrade to the latest version - Windows Server 2019. 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 reacts 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...

In addition, 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 like 2019, and an upgrade can bring you better follow-up support.

Can Windows Server 2012 r2 be upgraded to 2019?

First of all, the answer is yes. In-place upgrade enables you to upgrade older system to the newer one directly while keeping the same hardware and all the settings, server roles, data intact without flattening the server.

As shown in the figure below, in-place upgrade is supported between any two operating systems that are linearly connected, so you are allowed to upgrade Windows Server 2012 r2 to 2019, indeed.

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. Otherwise you can only 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).

Windows Server In Place Upgrade

Must-know information for Windows Server 2019 upgrading

◉ 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 successfully.

System requirements of Windows 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)

◉ How much does upgrade Windows Server 2012 r2 to 2019 cost? Well, 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.

Pricing and licensing overview


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


◉ Another issue worth considering is that some third-party applications may not be compatible with the latest systems. So to avoid subsequent troubles, you'd better check whether they support Windows Server 2019 or not before upgrading.

◉ 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.

Guide to in-place upgrade Windows Server 2012 r2 to 2019

Preparations before upgrading:

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

>> Insert and mount the Windows Server 2019 setup media.

>> Before upgrading, Microsoft suggests you to 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).

>> Although an in-place upgrade should not delete anything theoretically, there are also reported data-loss cases. So after you’ve collected related information, it’s highly recommend to make a backup of your operating system and important data.

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

To perform Windows Server 2019 in-place upgrade:

1. Locate the Windows Server 2019 setup media, run setup.exe directly.

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 is depending on the distribution channel you received the Windows Server 2019 setup media from.

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

Select Image

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

What To Keep

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

7. 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.

Backup 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 numbers of backups it could keep, the lack of individual file backup feature, etc.

With all these concerns, I prefer to use AOMEI Backupper as a Windows Server Backup alternative. It has different editions, and the Server edition is specially designed for Windows Server.

AOMEI Backupper Server supports Windows Server 2003, 2008, 2011, 2012, 2016, 2019, 2022 (including R2), Windows SBS 2003, 2008, 2011 and Windows 10, 8.1, 8, 7, Vista, XP. No matter 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.

In terms of functionality, it includes file/folder/partition/disk/system level backup & restore with many practical options. For instance, you can create scheduled incremental or different backup, set up scheme to auto delete older backup, restore system image to different hardware, etc. And the operation is much simpler than WSB.

Moreover, it contains Sync features to copy your data with original format and structure, Clone features to duplicate hard drive and therefore migrate Windows Server to SSD. Have a try and find more practical tools.

Download Free Trial Win PCs and Servers
Secure Download

Backup Windows 2012 r2 before upgrading:

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 upgrade failure.

File Backup

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 suffix 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 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 Scheduled

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.


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.