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How to perform an in-place upgrade to Windows 11

While they have some disadvantages, in-place Windows upgrades can deliver a smooth transition between the OSes with minimal IT oversight. There are two main methods IT can use.

Published: 26 Jun 2025

Upgrading to a new Windows version can be difficult in even the best of circumstances, so organizations will look for ways to simplify this process.

Many organizations create their own golden image for Windows upgrades, which contains the OS and potentially even some preinstalled applications. However, this process requires a customized answer file to address Windows setup and a tool such as Configuration Manager to deploy the image across the organization.

Fortunately, Windows upgrades don't necessarily have to be so complex. Rather than building a golden image and using it to automate the upgrade, IT can perform an in-place upgrade instead.

Windows 11 in-place upgrade prerequisites and licensing

As a Windows administrator, it's important to make sure that you have the necessary licenses for the PCs before you perform an in-place upgrade.

You will also need to make sure that the PCs you are upgrading meet the Windows 11 hardware requirements. For the most part, Windows 11's hardware requirements are similar to those of Windows 10. However, Windows 11 does require that the PC be equipped with a TPM 2.0 chip. Nearly all the computers manufactured in the last few years meet this requirement, but it's still important to check.

You'll also want to make sure that your Windows 11 upgrade aligns with the edition of Windows 10 you are currently using. For example, if you are currently using Windows 10 Pro, then you will need to make sure that you have purchased licenses for Windows 11 Pro.

Difference between in-place upgrade and golden image upgrade

The main difference between these two methods -- aside from the complexity -- is that a golden image deployment results in a clean installation. The upgrade process formats the PC's hard disk, then installs the OS and the applications from scratch. Conversely, an in-place upgrade upgrades the OS that is already in place. The upgrade process attempts to preserve any existing settings, customizations, applications and data on the PC, though it's still a good idea to make a backup.

The main disadvantage to performing an in-place upgrade is that any existing PC problems will most likely still exist or get worse after the upgrade. Conversely, a golden image deployment wipes everything clean, so existing problems should go away unless they are hardware related.

The primary advantage to performing an in-place upgrade is that the upgrade process tries to maintain settings, applications and data. The upgrade process is far less complex.

Performing a Windows 11 in-place upgrade with a script

If your Windows 10 machines are domain joined, you can use a script to upgrade the OS to Windows 11. The script's contents will vary slightly from one organization to the next because you will typically have to map a path to the Windows 11 installation media. However, this command will work across a wide variety of environments (Figure 1).

setup.exe /auto upgrade /quiet /noreboot /dynamicupdate disable /eula accept

Visual showing the Windows Command Prompt with the upgrade script in place. This is the command used to upgrade a computer to Windows 11.
Figure 1. The Windows Command Prompt with the upgrade script in place.

You'll need to execute this command from the location where the Windows 11 Setup.exe file resides. There will not be a visible indication on the Windows 10 PC's screen that an upgrade is taking place. In fact, the computer will not even reboot itself. However, the next time that the user reboots their PC, they will see a message indicating that an update is being installed, and when the process completes, the PC should be running Windows 11.

Of course, you will need a method to deploy the script to the client PCs. One popular option involves creating a startup script and then calling the startup script from the Group Policy. For this, your computers will need to be domain joined. You can find the Startup Script option in the Group Policy Editor at Computer Configuration > Policies > Windows Settings > Scripts (Startup / Shutdown) (Figure 2).

Visual showing the Group Policy to perform a startup in relation to the Windows upgrade. You can define startup scripts from within the Group Policy Editor.
Figure 2. The Group Policy to perform a startup in relation to the Windows upgrade.

Performing a Windows 11 in-place upgrade with Microsoft Intune

Another good option for performing an in-place upgrade from Windows 10 to Windows 11 is to use Microsoft Intune. For this to work, your Windows 10 PCs will need to be running Windows 10 version 20H1 or higher on a Windows 10 Pro or Enterprise license. The PCs must also be enrolled in Intune and meet the Windows 11 hardware requirements.

To use Microsoft Intune for an in-place upgrade, you will need to create an update ring policy. To do so, sign in to Intune and then navigate to Devices > Windows Updates > Update Rings. Then, click on the Create Update Ring Policy button. This will launch the Create Update Ring for Windows 10 and later wizard. When prompted, enter Upgrade to Windows 11 as the policy name and enter In Place Upgrade to Windows 11 as the description.

Click Next and you will be taken to the Update Ring Settings screen. As you can see in Figure 3, there are quite a few settings on this screen.

Visual showing the settings associated with Windows update rings that can be used to upgrade to Windows 11. You must choose the option to upgrade Windows 10 devices to Windows 11.
Figure 3. The settings associated with Windows update rings that can be used to upgrade to Windows 11.

These settings allow you to control when the upgrade will occur and other factors. As such, it's important to make sure that you review the various options. The one thing that you absolutely must do on this screen, however, is to set the Upgrade Windows 10 Devices to Latest Windows 11 Release option to Yes, as shown in Figure 3.

When you are done updating the various ring settings, click Next and the Assignments screen will pop up. This screen allows you to control who will receive the Windows 11 upgrade (Figure 4).

Visual showing the groups to which admins could apply the Intune Windows 11 upgrade policy. The Assignments screen allows you to determine who will receive the upgrade.
Figure 4. The groups to which admins could apply the Intune Windows 11 upgrade policy.

There are three main options for distributing the Windows 11 upgrade. You can make the upgrade available to members of one or more groups, all your users or all your devices. As a best practice, you should avoid using the Add All Users or Add All Devices option unless you are sure that all your users or devices meet the licensing and hardware requirements. A better option is to create an upgrade group and then assign the upgrade to group members. As a best practice, this group should be a device group rather than a user group.

Once you have determined who will receive the upgrade, click Next and you will be taken to the Review + Create screen. Take a moment to make sure all the information shown on this screen is correct. Once you are satisfied, click the Create button to create the policy.

Brien Posey is a former 22-time Microsoft MVP and a commercial astronaut candidate. In his more than 30 years in IT, he has served as a lead network engineer for the U.S. Department of Defense and a network administrator for some of the largest insurance companies in America.

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