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Our Structure - OpenAI
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Primary source from OpenAI describing its own governance structure; relevant for understanding how major AI labs attempt to institutionally balance commercial pressures with safety missions, and as a case study in AI governance design.
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Importance: 55/100homepageprimary source
Summary
OpenAI's official page explaining its unique 'capped-profit' corporate structure, where a nonprofit entity controls a for-profit subsidiary to balance the need for capital investment with its mission of ensuring AGI benefits all of humanity. The structure is designed to limit investor returns while channeling surplus value toward the nonprofit's mission.
Key Points
- •OpenAI operates as a 'capped-profit' LLC controlled by a nonprofit, with investor returns capped at 100x their investment.
- •The nonprofit board retains ultimate control and can override profit-seeking behavior if it conflicts with the safety mission.
- •The structure was designed to attract necessary capital for expensive AI research while maintaining mission-driven governance.
- •Excess returns beyond investor caps revert to the nonprofit to further its charitable mission.
- •This hybrid model is positioned as a governance solution to the tension between commercial viability and AI safety objectives.
Cited by 1 page
| Page | Type | Quality |
|---|---|---|
| OpenAI Foundation | Organization | 87.0 |
26 FactBase facts citing this source
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Our structure \| OpenAI
# Our structure
OpenAI was founded in 2015 as a nonprofit. Its mission is to ensure that artificial general intelligence benefits all of humanity. That mission continues to guide everything we do.
In 2019, we created a for-profit subsidiary to help us scale our research and deployment efforts. This for-profit has always been governed and controlled by the nonprofit.
With our updated structure, announced on October 28, 2025:
- The nonprofit is now the OpenAI Foundation.
- The for-profit is now a public benefit corporation, called OpenAI Group PBC, which—unlike a conventional corporation—is required to advance its stated mission and consider the broader interests of all stakeholders, ensuring the company's mission and commercial success advance together.
- The OpenAI Foundation continues to control the OpenAI Group. It now holds conventional equity in OpenAI Group – with all stockholders participating proportionally in any increase in value of the OpenAI Group – aligning long-term incentives around impact and growth.
- OpenAI Foundation and OpenAI Group have the same mission.
This recapitalization provides OpenAI Group with the structure to raise capital and attract and retain the talent needed to advance the mission, while maintaining the strongest representation of mission-focused governance in the industry today. It was completed after nearly a year of engaging in constructive dialogue with the offices of the Attorneys General of California and Delaware.
**Our Board**
OpenAI Foundation is governed by its board of directors, which is comprised of independent directors Bret Taylor (Chair), Adam D’Angelo, Dr. Sue Desmond-Hellmann, Dr. Zico Kolter, Retired U.S. Army General Paul M. Nakasone, Adebayo Ogunlesi, and Nicole Seligman—as well as CEO Sam Altman.
Through special voting and governance rights held solely by the OpenAI Foundation, the OpenAI Foundation appoints all members of the board of directors of OpenAI Group and can replace directors at any time.
The [Safety and Security Committee (SSC)](https://openai.com/index/update-on-safety-and-security-practices/) will remain a committee of the OpenAI Foundation, and will continue its current role of providing governance over the safety and security practices of all of OpenAI, including OpenAI Group. The chair of the SSC—Dr. Kolter—will serve exclusively on the OpenAI Foundation board.
To ensure the mission, long-term incentives, and commercial success advance together—and to avoid fragmented governance—all current OpenAI Foundation directors will also serve on OpenAI Group’s board, other than Dr. Kolter, who will serve as a non-voting observer. Within one year of the recapitalization, a second Foundation director will also transition to serving exclusively on the Foundation Board and as a non-voting observer to the Group board.
**Equity Holders**
As of the closing of the recapitalization, the OpenAI Foundation holds a 26% equity stake in OpenAI Group, worth app
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