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Using a Mac and burned by Docker Desktop? Use Lima instead!

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View this post on GitHub.

UPDATE 2021-12-28 16:54:00 CST

If you’re getting weird networking or security errors from your Docker containers, your VM’s time might need to be updated. You can fix this by running this command:

docker run --rm --privileged alpine hwclock -s

You’re probably not going to want to run this manually every time your time goes out of sync. Run this automatically by adding this command to your computer’s crontab:

echo '0 * * * * docker run --rm --privileged alpine hwclock -s` > \

In August, Docker/Mirantis has changed their licensing model to require businesses with more than 250 employees and $10M in revenue to pay for Docker Desktop. This might not be suitable or desirable for qualifying businesses.

I’ve long been curious of a way to run Docker without needing Docker Desktop. I’m not a huge fan of GUIs, and I’m especially not a fan of Electron (a smaller instance of Chromium that is popular for cross-platform applications like Docker Desktop’s GUI). This change has accelerated that curiosity, since I knew there had to be a lightweight alternative for creating small Linux VMs with host-mode networking and easy volume mounting.

Enter Lima

Lima is an easy way to provision lightweight headless QEMU virtual machines. You simply create a YAML file based on their template or one of their examples and run limactl start /path/to/YAML/file. That’s it!

Lima also has built-in support for containerd, the open-source container runtime used by Kubernetes.

Finally, Lima is also compatible with Apple’s new, ultra-fast M1 ARM MacBooks and Macs.

It’s not going to replace Fusion Desktop or Vagrant, but it’s excellent for what we’re trying to accomplish.

Let’s Do It!

First, open a Terminal and install Lima and the Docker CLI.

brew install lima docker

After installing Lima, make sure that your installation of Lima is version 0.7.3 or higher:

limactl --version
# limactl version 0.7.3

Run brew update if your output doesn’t look like the above.

Next, create a directory to store your machine configurations. Let’s put it inside of your $HOME directory and call it lima-machines:

mkdir $HOME/lima_machines

Next, copy my Lima template into this directory:

curl -sSLo $HOME/lima_machines/docker.yaml \

Since we’re pointing to the main branch of my bash-dotfiles repository and I use Docker almost every day, this file will always be current. 😊

Next, open that file in your favorite editor and replace as instructed by the comments.

Let’s now start our Docker VM:

limactl start $HOME/lima_machines/docker.yaml --tty=false

You’ll get a bunch of output after running this, but the key here is to check that this line appears at the end of it:

INFO[0020] READY. Run `limactl shell docker` to open the shell.

Make sure that your installation of Lima is up-to-date if it doesn’t.

Finally, let’s tell Docker to use our VM instead of the default VM that comes with Docker Desktop:

export DOCKER_HOST="unix://$HOME/.lima/docker.sock"

If everything checks out, you should be able to list Docker containers with docker ps:

docker ps

I’ve updated my Lima Machine YAML. How do I update my VM with my new


Just copy the path to your Lima machine’s YAML to $HOME/.lima/[MACHINE_NAME]/lima.yaml. Given the docker machine that we created earlier, this will look like:

cp $HOME/lima_machines/docker.yaml $HOME/.lima/docker/lima.yaml

Stop and start the VM for your changes to take effect:

limactl stop docker && limactl start docker

NOTE: Any changes inside of the provision keyword will require you to re-create your VM.


While Lima is a super-handy way to run Docker VMs without Docker Desktop, it’s not bulletproof. Here are a few things I’ve noticed.

You’ll still need to mount your directories explicitly

In my YAML, I automatically mount a few directories that I commonly use. For example, I mounted ~/src, where all of my source code lives, as a writable directory since I volume-mount my containers often.

You might want to change this. To do that, you’ll need to update your Lima machine’s YAML per the instructions above then restart your VM.

While you’d have to do this with Docker Desktop anyway, it’s a little more involved than going through a GUI (which is great if you’re like me and hate GUIs anyway!).

Using an M1 Mac? You’ll need to explicitly specify your default architecture

While this VM supports running ARM and Intel Docker containers, the Docker CLI always assumes that all containers are AMD64 by default…unless you’re using Docker Desktop.

To work around this, simply add this to your .bashrc or .bash_profile:

export DOCKER_DEFAULT_PLATFORM="linux/arm64"

then log out and back in.

But what if I really really really want a GUI?

Then give Portainer a try!


Portainer is a full-fledged GUI for Docker, Docker Swarm, and Kubernetes. It runs in your browser and gives you most of the functionality that you’d get from running Desktop.

To run Portainer, simply run:

docker run -d \
  -p 8000:8000 -p 9443:9443 \
  --name portainer \
  --restart=always \
  -v /var/run/docker.sock:/var/run/docker.sock \
  -v portainer_data:/data \

Then visit https://localhost:9443 and follow the instructions!