OpenAI's corporate structure
The unique governance model of OpenAI, which consists of a non-profit 501(c)(3) parent organization controlling a capped-profit subsidiary. This structure was a key point of contention in Elon Musk's lawsuit.
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8/23/2025, 5:49:34 PM
entitydetail.last_updated
8/23/2025, 5:59:23 PM
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8/23/2025, 5:59:23 PM
Summary
OpenAI operates under a distinctive and intricate corporate structure, initiated with the founding of the non-profit OpenAI, Inc. in Delaware in 2015, aimed at developing safe and beneficial artificial general intelligence (AGI). Recognizing the substantial capital required for frontier AI development, OpenAI established for-profit subsidiaries, including OpenAI Holdings, LLC and OpenAI Global, LLC, in 2019, adopting a 'capped-profit' model. This structure, which founding investor Reid Hoffman has highlighted as unique, limits investor returns—such as Microsoft's US$13 billion investment capped at ten times its initial outlay—with any surplus profits directed back to the non-profit parent to advance its mission. The non-profit's board maintains ultimate control, featuring a majority of independent directors who do not hold equity, a design intended to preserve the organization's mission-centric approach amidst commercial pressures and internal challenges, including leadership changes and researcher departures. The company is actively evaluating evolving this structure, potentially towards a Delaware Public Benefit Corporation, to further align with its long-term objectives.
Referenced in 1 Document
Research Data
Extracted Attributes
Headquarters
San Francisco, California, USA
Board Composition
Majority independent directors who do not hold equity in OpenAI.
Non-profit Entity
OpenAI, Inc.
CEO Equity Holding
Sam Altman does not hold direct equity in OpenAI.
Governance Structure
The Board of the OpenAI Nonprofit maintains ultimate control.
Legal Structure Type
Hybrid (Non-profit parent with for-profit subsidiaries)
Capped-Profit Mechanism
Investor returns are limited to a predetermined multiple of their initial investment (e.g., 10x for Microsoft), with surplus profits reverting to the non-profit parent.
For-profit Subsidiaries
OpenAI Holdings, LLC, OpenAI Global, LLC, OpenAI LP
Non-profit Founding Date
2015-12-08
Original Mission Statement
Help the world build safe AI technology and ensure that AI’s benefits are as widely and evenly distributed as possible.
Rephrased Mission Statement
Ensure that artificial general intelligence benefits all of humanity.
Non-profit Registration Location
Delaware, USA
Capped-Profit Structure Establishment Year
2019
Timeline
- OpenAI, Inc., the non-profit parent organization, was founded and registered in Delaware. (Source: Wikipedia)
2015-12-08
- OpenAI established OpenAI LP, a for-profit, 'capped-profit' subsidiary, to raise the significant capital necessary for developing frontier AI models. (Source: Lawfaremedia.org, openai.com/our-structure/)
2019
- The release of ChatGPT significantly boosted public interest in generative AI, showcasing the products of OpenAI's development efforts. (Source: Wikipedia)
2022-11
- Sam Altman was temporarily removed as CEO by OpenAI's board, but was reinstated five days later following a reconstruction of the board, highlighting governance dynamics within the structure. (Source: Wikipedia)
2023-11
- OpenAI faced multiple lawsuits for alleged copyright infringement against authors and media companies whose work was used to train its products. (Source: Wikipedia)
2023-2024
- Approximately half of the then-employed AI safety researchers departed OpenAI, citing concerns about the company's prominent role in industry-wide problems. (Source: Wikipedia)
2024
- OpenAI's Board of Directors is evaluating its corporate structure to best support its mission, including plans to transform its existing for-profit arm into a Delaware Public Benefit Corporation. (Source: openai.com/index/why-our-structure-must-evolve-to-advance-our-mission/)
Ongoing
- OpenAI announced the launch of a $50 million fund to support non-profit and community organizations, an initiative informed by the independent OpenAI Nonprofit Commission report. (Source: Wikipedia)
2025-07-18
Wikipedia
View on WikipediaOpenAI
OpenAI, Inc. is an American artificial intelligence (AI) organization headquartered in San Francisco, California. It aims to develop "safe and beneficial" artificial general intelligence (AGI), which it defines as "highly autonomous systems that outperform humans at most economically valuable work". As a leading organization in the ongoing AI boom, OpenAI is known for the GPT family of large language models, the DALL-E series of text-to-image models, and a text-to-video model named Sora. Its release of ChatGPT in November 2022 has been credited with catalyzing widespread interest in generative AI. The organization has a complex corporate structure. As of April 2025, it is led by the non-profit OpenAI, Inc., founded in 2015 and registered in Delaware, which has multiple for-profit subsidiaries including OpenAI Holdings, LLC and OpenAI Global, LLC. Microsoft has invested US$13 billion in OpenAI, and is entitled to 49% of OpenAI Global, LLC's profits, capped at an estimated 10x their investment. Microsoft also provides computing resources to OpenAI through its cloud platform, Microsoft Azure. In 2023 and 2024, OpenAI faced multiple lawsuits for alleged copyright infringement against authors and media companies whose work was used to train some of OpenAI's products. In November 2023, OpenAI's board removed Sam Altman as CEO, citing a lack of confidence in him, but reinstated him five days later following a reconstruction of the board. Throughout 2024, roughly half of then-employed AI safety researchers left OpenAI, citing the company's prominent role in an industry-wide problem.
Web Search Results
- Why OpenAI's Corporate Structure Matters to AI Development
By 2019, the lab determined that pursuit of its mission required a different corporate structure. OpenAI’s leaders reasoned that nonprofits cannot raise the sort of revenue necessary to develop frontier AI models—reliance on donations (even millions of dollars of donations) is a poor strategy for such a capital-intensive endeavor. So, the lab established OpenAI LP, a for-profit, “capped-profit” subsidiary. This pivot did not involve a turn away from the mission. All employees and investors in [...] This unique (but not unheard of) structure was engineered to attract investment while aiming to preserve the nonprofit’s mission-centric approach. The nonprofit entity, OpenAI, Inc., maintained ultimate control over OpenAI LP. In contrast to more common for-profit entities, the capped-profit clause meant that investors’ returns were limited to a predetermined multiple of their initial investment, with any surplus profits intended to revert to the nonprofit parent to further its mission. This [...] A group of AI experts and legal scholars have once again raised concerns to two state attorneys general that OpenAI’s latest proposal to reform its corporate structure runs afoul of the lab’s mission. For many years, that mission has been described in manifold ways but boils down to a core idea: “help the world build safe AI technology and ensure that AI’s benefits are as widely and evenly distributed as possible.” In their recently published letter, the authors warn that OpenAI’s desired
- Why OpenAI's structure must evolve to advance our mission
OpenAI’s Board of Directors is evaluating our corporate structure in order to best support the mission of ensuring artificial general intelligence (AGI)1 benefits all of humanity, with three objectives: 1. Choose a non-profit / for-profit structure that is best for the long-term success of the mission. 2. Make the non-profit sustainable. 3. Equip each arm to do its part. [...] We created a bespoke structure: a for-profit, controlled by the non-profit, with a capped profit share for investors and employees. We intended to make significant profits(opens in a new window) to pay back shareholders, who make our mission possible, and have the remainder flow to the non-profit. We rephrased our mission to “ensure that artificial general intelligence benefits all of humanity” and planned to achieve it “primarily by attempting to build safe AGI and share the benefits with the [...] 1. Choose a non-profit / for-profit structure that is best for the long-term success of the mission. Our plan is to transform our existing for-profit into a Delaware Public Benefit Corporation(opens in a new window) (PBC) with ordinary shares of stock and the OpenAI mission as its public benefit interest. The PBC is a structure(opens in a new window)usedby(opens in a new window)many(opens in a new window)others(opens in a new window) that requires the company to balance shareholder
- OpenAI - Wikipedia
The organization has a complex corporate structure. As of April 2025, it is led by the non-profit OpenAI, Inc.,( in Delaware, and has multiple for-profit subsidiaries including OpenAI Holdings, LLC and OpenAI Global, LLC.( has invested US$13 billion in OpenAI, and is entitled to 49% of OpenAI Global, LLC's profits, capped at an estimated 10x their investment.( Microsoft also provides computing resources to OpenAI through its cloud platform, Microsoft Azure.( [...] On July 18, 2025, OpenAI announced the launch of a $50million fund to support nonprofit and community organizations. The initiative, informed by the independent OpenAI Nonprofit Commission report, aims to leverage AI to address challenges in education, economic opportunity, community organizing, and healthcare.( Management ---------- [edit] Image 12 OpenAI's corporate structure ### Key employees [edit] [...] OpenAIImage 4.svg) Company typePrivate IndustryArtificial intelligence Founded December 8, 2015 (9 years ago)(2015-12-08)( Founders Sam Altman Elon Musk Ilya Sutskever Greg Brockman Trevor Blackwell Vicki Cheung Andrej Karpathy Durk Kingma John Schulman Pamela Vagata Wojciech Zaremba Headquarters 1455 3rd Street "Third Street (San Francisco)"), San Francisco, California, U.S.( Key people Bret Taylor (Chairman) Sam Altman (CEO)
- Our structure
_Update on May 5, 2025: Please see__this post__to read the plan for evolving our structure._ We designed OpenAI’s structure—a partnership between our original Nonprofit and a new capped profit arm—as a chassis for OpenAI’s mission: to build artificial general intelligence (AGI) that is safe and benefits all of humanity. We announced our “capped profit” structure in 2019, about three years after founding the original OpenAI Nonprofit. [...] Our board --------- OpenAI is governed by the board of the OpenAI Nonprofit, currently comprised of Independent Directors Bret Taylor (Chair), Adam D’Angelo, Dr. Sue Desmond-Hellmann, Zico Kolter, Retired U.S. Army General Paul M. Nakasone, Adebayo Ogunlesi, Nicole Seligman, and Larry Summers, as well as our CEO Sam Altman. Our Research Research Index Research Overview Research Residency Latest Advancements OpenAI o3 OpenAI o4-mini GPT-4o GPT-4o mini Sora [...] Third, the board remains majority independent. Independent directors do not hold equity in OpenAI. Even OpenAI’s CEO, Sam Altman, does not hold equity directly. His only interest is indirectly through a Y Combinator investment fund that made a small investment in OpenAI before he was full-time.
- The Unusual Legal Structure of OpenAI/ChatGPT
hello everyone I'm Mark Lia from Lia law firm and today we're exploring the unique legal structure of open AI the company that makes Chachi PT from its Inception as a nonprofit to its Evolution into a groundbreaking type of corporate structure called a capped profit entity open AI story is not just about technological innovation but also about legal Innovations in the field of corporate structure and social entrepreneurship founded in December 2015 by a group of prominent Tech leaders including [...] governance of this organization AI technology can offer immense benefits or detriments to Society on on a scale we can't even imagine but its most important tool in steering the technology is the law its unique corporate structure is the thing that open AI believes will keep AI on the positive path so these topics I talk about all the time entity selection corporate documents Etc don't treat them as afterthoughts if you are starting a business if these topics are important enough for open AI to