After pushback and lawsuits, the board of directors at OpenAI has updated its plan for evolving the corporate structure of the AI pioneer.

OpenAI published its decision, and included the open letter sent to employees from CEO Sam Altman, in which he outlined how the firm was founded as a non-profit, and now “we made the decision for the non-profit to stay in control.”

It comes after some pushback to OpenAI’s decision in September 2024 to restructure itself into “for-profit benefit corporation”, most notably from AI rival Elon Musk in the form of multiple lawsuits.

But there was also others opposed to the move. Last month it emerged that ten former employees of OpenAI were asking the top law enforcement officers in California and Delaware to stop the firm from shifting control of its AI tech from a non-profit charity to a for-profit business.

Updated plan

And OpenAI’s decision also faced scrutiny from attorney general’s in Delaware and California.

Now OpenAI’s board of directors said it has “an updated plan for evolving OpenAI’s structure,” and outlined the following points.

• OpenAI was founded as a non-profit, and is today overseen and controlled by that non-profit. Going forward, it will continue to be overseen and controlled by that non-profit.
• Our for-profit LLC, which has been under the non-profit since 2019, will transition to a Public Benefit Corporation (PBC) – a purpose-driven company structure that has to consider the interests of both shareholders and the mission.
• The non-profit will control and also be a large shareholder of the PBC, giving the non-profit better resources to support many benefits.
• Our mission remains the same, and the PBC will have the same mission.

“We made the decision for the non-profit 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,” said board chair Bret Taylor.

“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,” said Taylor. “Sam wrote the letter below to our employees and stakeholders about why we are so excited for this new direction.”

Sam Altman letter

CEO Sam Altman also added in his letter that “it is time for us to evolve our structure. He stated there were three things the firm’s wants to accomplish:

• We want to be able to operate and get resources in such a way that we can make our services broadly available to all of humanity, which currently requires hundreds of billions of dollars and may eventually require trillions of dollars. We believe this is the best way for us to fulfill our mission and to get people to create massive benefits for each other with these new tools.
• We want our non-profit to be the largest and most effective non-profit in history that will be focused on using AI to enable the highest-leverage outcomes for people.
• We want to deliver beneficial AGI. This includes contributing to the shape of safety and alignment; we are proud of our track record with the systems we have launched, the alignment research we have done, processes like red teaming, and transparency into model behavior with innovations like the model spec⁠(opens in a new window). As AI accelerates, our commitment to safety grows stronger. We want to make sure democratic AI wins over authoritarian AI.

“We made the decision for the nonprofit to stay in control after hearing from civic leaders and having discussions with the offices of the Attorneys General of California and Delaware,” Altman wrote in the letter. “We look forward to advancing the details of this plan in continued conversation with them, Microsoft, and our newly appointed nonprofit commissioners.”

“The for-profit LLC under the non-profit will transition to a Public Benefit Corporation (PBC) with the same mission,” he added. “PBCs have become the standard for-profit structure for other AGI labs like Anthropic and X.ai, as well as many purpose driven companies like Patagonia. We think it makes sense for us, too.”

“The non-profit will continue to control the PBC, and will become a big shareholder in the PBC, in an amount supported by independent financial advisors, giving the non-profit resources to support programs so AI can benefit many different communities, consistent with the mission,” he said.