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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
Under Section IV.2(c) of OpenAI Group PBC’s certificate of incorporation filed on 28 October 2025, the holder of the Class N Common Stock, while it is OpenAI Foundation, must give prior written approval before the corporation amends its public-benefit article, enters into a deemed liquidation event or material asset sale, issues more Class N stock or other director-voting stock, or modifies the certificate or bylaws to the Class N holder’s disadvantage. Copy claim link
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Machine-checked, not reviewed by an editor Stated in source Supported
Supporting evidence: primary · 1 source; Context: primary · 1 source
Date 2025-10-28 · snapshot Scope and limits A consent right over listed actions, recorded as a veto; it is not ownership and not day-to-day control. OpenAI represented to the Delaware Attorney General a sixth approval right, over the PBC’s Corporate Governance Guidelines, to be set out in definitive documents that were not inspected.
The evidence 02 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 While Class N stock is issued, outstanding and held by OpenAI Foundation, five listed actions require the prior written approval of the Class N holder.
Location in source Section IV.2(c) (page 5)
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 the same approval rights as OpenAI’s representation, adding amendments to the PBC’s Corporate Governance Guidelines.
Location in source Representation 5 (pages 2–3)
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.
Record ID cs-openai-foundation-pre-approval-pbc