OpenAI’s corporate structure has finally been settled.
Just moments ago, OpenAI officially announced:
It will continue to be controlled by the current non-profit organization.
In addition, three major decisions were made:
- The existing for-profit entity will become a Public Benefit Corporation (PBC).
- The non-profit organization will control the PBC and become its largest shareholder.
- The non-profit organization and the PBC will continue to share the same mission.
OpenAI stated that this structural adjustment was made after consulting with civic leaders and engaging in constructive dialogue with the offices of the Attorneys General of Delaware and California.
A Letter from Altman to All Staff
In addition to OpenAI’s official brief, Sam Altman attached a letter to all staff.
The full text of the letter is as follows:
OpenAI is not an ordinary company, and it never will be.
Our mission is to ensure that artificial general intelligence (AGI) benefits all of humanity.
When we founded OpenAI, we did not have a detailed plan for achieving our mission. We initially just sat around a kitchen table thinking about what kind of research we should pursue. At the time, we had no thoughts on products or business models. We could not foresee AI’s direct benefits in medical advice, learning, productivity, and other areas, nor could we anticipate the need for hundreds of billions of dollars in computing resources to train models and serve users.
We truly did not know how AGI would be built or used. Many people imagined an “oracle” capable of telling scientists and presidents what to do; although it might be extremely dangerous, perhaps only a few trusted individuals could be allowed to use it.
Many people around OpenAI in its early days believed that AI should remain in the hands of a select few who are “trusted” to handle it.
Now, we see a path to empower every individual directly with AGI, making it the most powerful tool in human history. If we can achieve this, we believe people will create incredible things for one another and continue to drive society and quality of life forward. Of course, not all uses are good, but we trust humanity and believe that the benefits will far outweigh the harms.
We are committed to this path for AI. We want to place incredible tools in everyone’s hands. We are amazed and delighted by what people create with our tools, and happy about their desire to use them. We hope to open-source highly capable models. We wish to grant our users significant freedom in how they use these tools within broad boundaries, even if we do not always share the same ethical frameworks, allowing users to make decisions regarding ChatGPT’s behavior.
We believe this is the best path forward—AGI should enable all of humanity to benefit mutually. We realize that some hold very different views.
We want to build a “brain” for the world and allow people to easily use it for any purpose they desire (subject to few restrictions; for example, it should not infringe upon others’ freedoms).
People are using ChatGPT to enhance their productivity as scientists, programmers, and in many other fields. People are using ChatGPT to solve serious medical challenges and learn more than ever before. People are using ChatGPT to get advice on how to handle difficult situations. We are incredibly proud to provide a service that has done so much for so many people; this is one of the most direct realizations of our mission we can imagine.
But they want to use it even more; currently, we cannot provide as much AI as the world needs, and we must impose usage limits on our systems and run them slowly. As systems become more powerful, they will want to use them for even more wonderful things.
When we launched our research lab nearly a decade ago, we had absolutely no idea the world would look like this. But now that we see this picture, we are thrilled.
Now is the time to evolve our structure. We aim to accomplish three things:
- We want to operate and acquire resources in a way that allows us to provide our services widely to all of humanity. This currently requires hundreds of billions of dollars and may eventually require trillions. We believe this is the best way for us to fulfill our mission, enabling people to create immense benefits for one another using these new tools.
- We want our non-profit organization to become the largest and most effective non-profit in history, focused on achieving high-leverage outcomes for people through AI.
- We want to deliver beneficial AGI. This includes contributing to safety and alignment; we are proud of the systems we release, our alignment research, red-teaming processes, and transparency regarding model behavior through innovations like model specifications. As AI accelerates, our commitment to safety becomes even stronger.
After consulting with civic leaders and discussing with the offices of the Attorneys General in California and Delaware, we have decided for the non-profit organization to retain control. We look forward to advancing the details of this plan in ongoing conversations with them, Microsoft, and our newly appointed non-profit board members.
OpenAI was originally established as a non-profit organization, and it is now a non-profit that oversees and controls a for-profit entity; it will remain such in the future. This point will not change.
The for-profit LLC under the non-profit umbrella will transform into a Public Benefit Corporation (PBC) with the same mission. PBCs have become the standard for-profit structure for other AGI labs like Anthropic and X.ai, as well as many mission-driven companies like Patagonia. We believe this makes sense for us as well.
We are abandoning our current complex capped-profit structure—which made sense in a scenario where there might be only one dominant AGI company—but does not apply to a world with many excellent AGI companies. Instead, we are moving toward a standard capital structure where everyone holds stock. This is not a sale, but a structural change toward simplicity.
The non-profit organization will continue to control the PBC and become its largest shareholder. The amount will be supported by independent financial advisors, enabling the non-profit to secure resources to support various projects that allow AI to benefit many different communities in alignment with our mission. As the PBC grows, the non-profit’s resources will also grow, allowing it to do even more. We are eager to receive advice from our non-profit board on how to ensure AI benefits everyone—not just a select few. Their ideas will focus on how our non-profit work supports a fair AI future and creates tangible impact in areas such as health, education, public services, and scientific discovery.
We believe this prepares us to continue moving forward quickly and safely, placing excellent AI into the hands of everyone. Creating AGI is one brick in the path of human progress; we can’t wait to see what other bricks you will add next.
Sam Altman
May 2025
Netizens Flood Comments with @Grok
Despite this being a major event regarding OpenAI’s corporate restructuring, many netizens were left confused after reading the announcement.
Consequently, a scene emerged where users frantically tagged Grok in the comments:
In response, Grok stated:
OpenAI is likely transforming its for-profit arm into a Public Benefit Corporation (PBC) to raise capital (such as $6.6 billion) to develop AI technology while maintaining its non-profit mission. This change may improve tools like ChatGPT but has raised concerns that the company might prioritize profits over public interest. Although the non-profit will retain control, this oversight may not be strong enough. Coupled with legal challenges such as Elon Musk’s lawsuit, the situation adds further uncertainty.
Regarding OpenAI’s recent back-and-forth on the issue of “for-profit or not,” netizens also shared the following meme:
What are your thoughts on OpenAI’s corporate restructuring? Feel free to leave a comment and discuss below.
References
1919453165575143778. 1919453165575143778 — x.com/OpenAI/status/1919453165575143778