Nesting Hyper-V 2012 R2 on ESXi 5.5

imagesSince joining Nutanix I’ve had the opportunity to get exposed to Microsoft Hyper-V 2012 R2, as our platform supports the three most common hypervisors: VMware vSphere, Hyper-V, and KVM. I’m now embarking on writing some Hyper-V guides for Nutanix, and wanted a way to leverage my existing ESXi 5.5 Nutanix block to learn about Hyper-V networking. While I’m very familiar with VMware networking, this project presented itself as a great learning opportunity for Hyper-V. This article will show you how to nest Hyper-V 2012 R2 on ESXi 5.5.

My first challenge in getting a proper Hyper-V test bed setup was to deploy Windows Server 2012 R2 on my ESXi 5.5 express patch 4 host, then get the Hyper-V role installed. Now what I’m about to do is very unsupported, and I’m only doing it for my personal learning and quickly deploy a Hyper-V “learning” lab. After some extensive Binging and trial and error, I’ve narrowed down the unsupported tweaks needed to successfully run Hyper-V 2012 R2 on VMware ESXi 5.5.

Let’s get to it!

1. Deploy your standard Windows Server 2012 R2 template. Mine happened to be fully patched, and included the spring “update” which gave us back a semi-functional start button. I also used customizations specifications to automatically rename the VM, install license key, change the SID, etc. Nothing earth shattering here. I also used vHW v8, versus the newer v10 VM.

2. Power off your freshly deployed WS2012 R2 VM, and unregister it from vCenter.

3. Download the corresponding .VMX file to your computer and open it in Wordpad.

4. Somewhere in the VMX file add the two following lines:

vhv.enable = “TRUE”

hypervisor.cpuid.v0 = “FALSE”


5. If you have upgraded your VM to vHW 10 then you can follow William Lam’s tip and set the guestOS to use to be “windowsHyperVGuest”. If you are using vHW v8 then I just left it to the default “windows8svr-64”.


6. Save the VMX file and re-upload it to the datastore, overwriting the old file.

7. Right click on the VMX file and register the VM.

8. Now I didn’t need to do this, but saw some other users that had to configure this setting. In vCenter open the properties of the VM and change the CPU/MMU virtualization option. Select the bottom option.



9. Power on your VM, then login to Windows.

10. Install the Hyper-V role, and you shouldn’t get any warnings. Reboot after the roll is installed, and now you are ready to rock and roll with Hyper-V 2012 R2.


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9 Comments on "Nesting Hyper-V 2012 R2 on ESXi 5.5"

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Simon Hawkshaw
Simon Hawkshaw


Many thanks for this informative blog, unfortunately these instructions didn't work for me.Once I had edited the .vmx , when I try to power on the VM, I get an error "The operation is not supported on the object.". I am using VM 5.5 and Server 2012r2 from the MSDN library. Does it not matter when the lines are added into the file? I have placed my at the bottom of the file. Thank you in advance for your comments/assistance. regards



Just FYI, I noticed that vSphere is very picky about how the vmx file is formatted. First of all, you need to edit it in Wordpad, not Notepad as you mentioned. Perhaps you should make this very clear for other users?

Secondly, the text in the article cannot be copied directly, as the quotion marks in the text and whats shown in the screenshot differs. vSphere only accepts what's in the screenshot.

Text: vhv.enable = “TRUE”
Screenshot: vhv.enable = "TRUE"

Maybe because of some CSS style on this site maybe?

Anyway, thanks for your effort and the article:)


Hyper-V cannot be installed: the processor does not have required viturlization capabilities??? what happen?


Thank you for sharing this Information. This was a great help, building my Hyper-V Lab for exam preparation using my existing vSphere Environment.


I have the same Issue as dinhthong:
Hyper-V cannot be installed: The processor does not have required viturlization capabilities


Boom Derek smashed it! Running Server 2012 R2 on ESXi 5.5 for studying the 70-412 exam, I had Hyper-V installed via Powershell following this… but couldn't get a VM running due to the error 'hypervisor is already running message' – I found articles suggesting the hypervisor cpuid setting but you had the magic vhv setting I needed.

Back to my lab happy days!


Same issue here…Not able to install Hyper V with above steps

Domagoj Versec
Domagoj Versec

any opinions of doing this in production enviroment?

How bad is using Hyper-V under ESXi 5.5 for running only Windows Servers?

Reason for doing this is because my hosting provider offers paid software licence for backup per virtual machine!

Host provider offer service on ESXi 5.5.

My (cheap) idea is running stronger virtual machine running serveral windows server under HyperV.

1 strong virtual machine
1(!) Veeam Backup
n/2 Windows Standard licences for n virtual machines under Hyper-V

Best Regards


Derek, an excellent blog that I have found myself browsing a lot over the last couple of months (your VMware guides mainly), but having to run some testing of Hyper-V recently I had the trouble of starting guest VMs until finding this blog post which did the trick.

Just in case the comment text can increase traffic to your site the explicit message was:
Failed to start the virtual machine because one of the hyper-v components is not running.

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