OpenAI is updating its restructuring plan, confirming the non-profit entity will maintain oversight and control.
Late last year, OpenAI announced its plans to transition from a non-profit structure. During that announcement, OpenAI said that it would transform its existing for-profit entity into a Delaware Public Benefit Corporation (PBC) with ordinary shares of stock. The PBC will run and control OpenAI’s operations and business, while the non-profit will hire a leadership team and staff to pursue charitable initiatives in sectors such as health care, education, and science.
Today, OpenAI’s board provided an update on the restructuring plans. First and foremost, OpenAI will continue to be overseen and controlled by the nonprofit. However, the OpenAI for-profit LLC will transition to a Public Benefit Corporation (PBC). The nonprofit will control and will also have a large share in the PBC.
Finally, both the OpenAI non-profit and the PBC will have the same mission: to ensure that artificial general intelligence (AGI) benefits all of humanity. This restructuring will allow OpenAI’s current and former employees, investors, and the non-profit to have equity in the newly created PBC.
4 facts about our structure:
-OpenAI will continue to be controlled by the current nonprofit
-Our existing for-profit will become a Public Benefit Corporation
-Nonprofit will control & be a significant owner of the PBC
-Nonprofit & PBC will continue to have the same mission
OpenAI (@OpenAI) May 5, 2025
OpenAI’s board chair Bret Taylor commented the following regarding this decision:
We made the decision for the nonprofit to retain control of OpenAI after hearing from civic leaders and engaging in constructive dialogue with the offices of the Attorney General of Delaware and the Attorney General of California. We thank both offices and we look forward to continuing these important conversations to make sure OpenAI can continue to effectively pursue its mission of ensuring AGI benefits all of humanity. Sam wrote the letter below to our employees and stakeholders about why we are so excited for this new direction.
While OpenAI’s board has made its decision, there are several other things OpenAI has to consider to complete its restructuring. OpenAI will discuss its plan with the offices of the Attorney General of Delaware, the Attorney General of California, Microsoft, and its nonprofit commissioners.
Sam Altman, OpenAI’s CEO, wrote the following email to employees:
OpenAI is not a normal company and never will be.
Our mission is to ensure that artificial general intelligence (AGI) benefits all of humanity.
When we started OpenAI, we did not have a detailed sense for how we were going to accomplish our mission. We started out staring at each other around a kitchen table, wondering what research we should do. Back then, we did not contemplate products, a business model.
