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94 people, organisations and other records · 122 relationships · 34 claims about a valueEverything recorded up to the chosen year, whether or not still in effect · Undated records included
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OpenAI, Inc. (OpenAI Foundation) holds a control right over ↓ OpenAI Group PBC
OpenAI states that the OpenAI Foundation, through special voting and governance rights held solely by it, appoints all members of OpenAI Group’s board and can replace directors at any time. The rights are those of the Class N Common Stock in the certificate of incorporation filed on 28 October 2025, which makes them depend on that stock being held, directly or indirectly, by OpenAI Foundation. Copy claim link
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Machine-checked, not reviewed by an editor Stated in source Supported
Supporting evidence: primary · 2 sources; Context: primary · 1 source
Date 2025-10-28 · snapshot Scope and limits The Foundation’s holding of the Class N share rests on OpenAI’s statements and on its representation to the Delaware Attorney General; no share register was inspected. A director-election right is not an ownership share: OpenAI states that the Foundation held a 26% equity stake at the closing. Whether these rights amount to control in law is set aside, and whether the control is substantive is a separately recorded dispute.
The evidence 03 primary source Supports the claim
Our structure ↗ OpenAI · Publication date unknown
Archived copy, captured 2025-10-29: Our structure ↗
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Source excerpt “the OpenAI Foundation appoints all members of the board of directors of OpenAI Group and can replace directors at any time.” Location in source Section “Our Board”, second paragraph
Machine-checked · 2026-10-04
Source details and check notes Authors OpenAI Version Undated web page describing the structure announced on October 28, 2025; inspected live 2026-10-04. The quoted sentences are identical in the Internet Archive capture of 2025-10-29 (17:22 UTC); the board list differs between the two. Canonical address Open the canonical source ↗ Accessed 2026-10-04 Language English (en) Archive copy Open archived copy, captured 2025-10-29: Our structure ↗ . No publication date is recorded for this source. An archive copy shows only what the archive retrieved on 2025-10-29. It does not prove what the page said earlier, and it can differ from the copy checked on 2026-10-04.Attribution OpenAI, Our structure (web page). Reuse No open redistribution licence asserted. Selekoa practice: metadata, attributed paraphrases and short attributed quotations under the editorial policy (at most 50 words each; at most 400 quoted words per document across the dataset, and about 10% of a document under about 2,000 words). Documents are linked externally, not redistributed. Publisher terms that forbid quotation override this practice. Check notes Verbatim quote, re-checked on 2026-10-04 by the integrating session against its own direct fetch of the cited expression (mechanical match after whitespace normalisation). Also matched in the Internet Archive capture of 2025-10-29. The passage was first proposed and machine-verified in the week 4b research pass. Human editorial review is pending. primary source Supports the claim
Certificate of Incorporation of OpenAI Group PBC ↗ OpenAI Group PBC (filed with the Delaware Division of Corporations) · 2025-10-28
Archived copy, captured 2025-10-29: Certificate of Incorporation of OpenAI Group PBC ↗
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Paraphrase Class N stock votes in director elections, and while it is held by OpenAI Foundation, Class A holders cannot vote in them; the Class N shares carry at least 66.67% of the voting power where Class B stock is outstanding.
Location in source Section IV.2(b)(i) (page 4)
Machine-checked · 2026-10-04
Source details and check notes Authors OpenAI Group PBC Version Filed 2025-10-28 at 08:07 AM according to the Division of Corporations stamp (file number 10381551); 30-page scan with an OCR text layer, downloaded from DocumentCloud on 2026-10-04 and byte-identical (SHA-1) to the Internet Archive captures from 2025-10-29. Quotes were read from the page images because the OCR layer contains recognition errors. Canonical address Open the canonical source ↗ Accessed 2026-10-04 Language English (en) Archive copy Open archived copy, captured 2025-10-29: Certificate of Incorporation of OpenAI Group PBC ↗ . Captured 1 day after the recorded publication date. An archive copy shows only what the archive retrieved on 2025-10-29. It does not prove what the page said earlier, and it can differ from the copy checked on 2026-10-04.Attribution OpenAI Group PBC, Certificate of Incorporation (filed 28 October 2025), copy hosted by DocumentCloud. Reuse Public filing; no redistribution licence asserted. Selekoa practice: metadata, attributed paraphrases and short attributed quotations under the editorial policy (at most 50 words each; at most 400 quoted words per document across the dataset, and about 10% of a document under about 2,000 words). Documents are linked externally, not redistributed. Publisher terms that forbid quotation override this practice. Check notes Editorial paraphrase of the page image, re-checked on 2026-10-04 by the integrating session against the scan. Added by the integrating session in week 4c; not part of the week 4b research pass. Human editorial review is pending. primary source Context only
Letter re: OpenAI, Inc.’s Corporate Restructuring (statement of no objection) ↗ Delaware Department of Justice (Office of the Attorney General) · 2025-10-28
Archived copy, captured 2025-10-31: Letter re: OpenAI, Inc.’s Corporate Restructuring (statement of no objection) ↗
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Paraphrase The letter records OpenAI’s representation that, so long as the nonprofit holds Class N Common Stock, its board will have the sole power to appoint, and the power to remove, members of the PBC’s board.
Location in source Representation 1 (page 2)
Machine-checked · 2026-10-04
Source details and check notes Authors Delaware Department of Justice, Office of the Attorney General Version Letter dated October 28, 2025, to OpenAI, Inc.; PDF inspected 2026-10-04, byte-identical to the Internet Archive capture of 2025-10-31. The earlier capture of 2025-10-28 differs only in also giving the recipient’s e-mail address. Canonical address Open the canonical source ↗ Accessed 2026-10-04 Language English (en) Archive copy Open archived copy, captured 2025-10-31: Letter re: OpenAI, Inc.’s Corporate Restructuring (statement of no objection) ↗ . Captured 3 days after the recorded publication date. An archive copy shows only what the archive retrieved on 2025-10-31. It does not prove what the page said earlier, and it can differ from the copy checked on 2026-10-04.Attribution Delaware Department of Justice, letter to OpenAI, Inc. re: OpenAI, Inc.’s Corporate Restructuring (28 October 2025). Reuse Public government document; no redistribution licence asserted. Selekoa practice: metadata, attributed paraphrases and short attributed quotations under the editorial policy (at most 50 words each; at most 400 quoted words per document across the dataset, and about 10% of a document under about 2,000 words). Documents are linked externally, not redistributed. Publisher terms that forbid quotation override this practice. Check notes Editorial paraphrase, re-checked on 2026-10-04 by the integrating session against its own direct fetch of the cited expression. The integrating session wrote or selected this passage from its own reading of the source; it does not repeat a passage from the week 4b research pass. Human editorial review is pending. Status and meaning Editorial status. Not reviewed by an editor . An exploratory record that no editor has accepted. This status does not say whether a person has read any linked passage. Each evidence record above shows how it was checked.
Relation. A documented right through which the subject controls, or shapes the governance of, the object — controlling it as sole member or general partner, holding its voting control, or electing, appointing or removing its directors — through a named instrument and from a stated date. Stage separates planned, announced or agreed arrangements from effective ones. A control right is not an ownership share: an equity stake, an observer seat or a board seat is not control, and none is inferred from another.
Date. The certificate’s filing date; OpenAI’s page describes the structure announced on 28 October 2025 (quote matched in the capture of 2025-10-29).
Record ID cs-openai-foundation-elects-pbc-directors