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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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The certificate states that, so long as Class N Common Stock is issued, outstanding and held by OpenAI Foundation, the prior written approval of its holder is required for the corporation to amend Article III (Public Benefit); to agree to or complete a deemed liquidation event or a sale of material assets of the corporation and its subsidiaries taken as a whole; to issue more Class N stock; to create or issue other stock entitled to vote on directors, except Class B stock in acquisitions; or to modify the certificate or bylaws in a way that disproportionately and adversely affects the Class N holder. 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
Provision Who decides · provision ID class-n-pre-approval Decides Holder of the Class N Common Stock Subject version Certificate (filed 2025-10-28) · Published 2025-10-28 · Effective date not established Date 2025-10-28 · publication Scope and limits What the filed text says. The Delaware Attorney General’s statement records OpenAI’s representation of the same approval rights plus a sixth, over amendments to the PBC’s Corporate Governance Guidelines, “as further described in definitive documents”, which were not inspected (context below).
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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Source excerpt “the prior written approval of the holder of the outstanding shares of Class N Common Stock shall be required in order for the Corporation to: (i) amend any provision of Article III (Public Benefit)” Location in source Section IV.2(c) “Special Class N Pre-Approval Rights” (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 Verbatim quote transcribed from the page image by the integrating session on 2026-10-04 and compared with the scan; the copy has no reliable text layer, so the match is visual, not mechanical. 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. 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, as long as the nonprofit holds Class N Common Stock, its prior written approval will be required, as further described in definitive documents, for six actions: the five in the certificate and 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. An exact framework edition states one provision: a capability threshold or risk level and its trigger, a required safeguard or action, a decision authority (who decides, recommends, can overrule or is informed), or a stated exception. The quoted text records what the edition says, not implementation, compliance or effectiveness. Provisions with the same key align across editions of one family.
Date. The certificate’s filing date, recorded as its publication date.
Record ID prov-openai-group-pbc-cert-class-n-pre-approval