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Control structures · 31 records (30 dated) · Anthropic
Anthropic’s control structure, 2021–2026
How do Anthropic’s certificates of incorporation allocate the right to elect directors, which powers does the Long-Term Benefit Trust hold, and how have these changed?
Anthropic was incorporated in Delaware in January 2021 as a public benefit corporation. The records below cover its legal form, the director-election and consent rights in the certificates of incorporation filed from 2021 to 2025, and the Long-Term Benefit Trust’s rights as the certificates state them and as Anthropic describes them. They also list the directors the Trust appointed and one open question: whether the Trust is independent enough of stockholders to provide effective oversight in practice. The certificates are Delaware-stamped copies published by AI Lab Watch. The Trust Agreement itself is not public.
A machine selected and arranged these records. No human review of the selection or framing is recorded.
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The recorded control rights and every timeline record on this page, with instruments, stages, evidence locations, qualifications, disputed assessments, open questions, questions set aside, source references, stored paraphrases and permitted short quotes. Original documents are not included.
Original sources for a reference manager. Every source this export cites, for Zotero, EndNote and similar tools. Cite the original documents, not Selekoa, and check each entry against them.
Each row is one recorded control right, in date order. It names the holder, the right, the organisation it is held over, the instrument, and whether the source records it as announced, agreed or in effect. Rows are not joined into a chain. Read each against its own date and evidence.
Recorded control rights, Anthropic
Date
Stage
Holder
Right
Over
Instrument
2021-05-24 · snapshot
Effective
Long-Term Benefit Committee
Anthropic
Approval of director candidates (restated certificate filed 2021-05-24, Articles VIII(D) and IX(A))
2023-09-06 → End unknown
Effective
Long-Term Benefit Trust
Anthropic
Class T Common Stock (restated certificates from 2023-03-31, Article VIII(B))
2025-07-03 · snapshot
Effective
Long-Term Benefit Trust
Anthropic
Class T protective provisions (certificate of incorporation, Article IV(D)5(a))
2025-07-03 · snapshot
Effective
Long-Term Benefit Trust
Anthropic
Class T Common Stock (certificate of incorporation, Article VIII(B)7)
Limits of this page
A control right is recorded as the document states it: who holds it, over which entity, through which instrument and at which stage. It is not an ownership share, and rows are never joined into a chain of control.
The certificates give rights to classes of stock. That the Long-Term Benefit Trust holds the Class T stock rests on Anthropic’s statements; no share register was inspected.
The certificate copies were obtained from the State of Delaware by AI Lab Watch and were read from page images. Certificates filed after 3 July 2025 were not inspected.
The phase-in dates depend on board determinations that were not published, so the dates on which the Trust could elect its second and third directors are not recorded.
Board and Trustee records cover documented roles only. Trustees have their own records only when the person is already in the dataset. The announcement record names the initial Trustees.
The certificate copies have no Internet Archive capture. Archived copies are existing Internet Archive captures. A capture shows only what the archive retrieved that day. It does not prove what the document said earlier.
Dated timeline
Every record on this page, oldest first: control rights, legal forms, formations, conversions, name changes, board actions, quoted provisions of governing documents, changes between filed versions and questions about control that Selekoa poses and the sources do not settle. An announcement and the date an arrangement took effect are separate records. Undated records are listed last.
2021
2023
Stated reason, as given by Anthropic (2023-09-19)
Anthropic's page states that he stepped down to preempt potential conflicts of interest with RAND Corporation's policy-related initiatives. Attributed to Anthropic, in “The Long-Term Benefit Trust”; not a finding about why it happened.
2024
Stated reason, as given by Anthropic (2024-05-29)
Anthropic's announcement states that he stepped down to focus on his work at Open Philanthropy. Attributed to Anthropic, in “Jay Kreps appointed to Anthropic's Board of Directors”; not a finding about why it happened.
2025
2026
Stated reason, as given by Anthropic (2023-09-19)
Anthropic's page states that she stepped down to begin a new nonprofit, the AI Access Initiative. Attributed to Anthropic, in “The Long-Term Benefit Trust”; not a finding about why it happened.
Stated reason, as given by Anthropic (2023-09-19)
Anthropic's page states that he stepped down to focus on non-profit and philanthropic work. Attributed to Anthropic, in “The Long-Term Benefit Trust”; not a finding about why it happened.
Stated reason, as given by Anthropic (2026-08-04)
Anthropic's announcement states that he stepped down from the Trust to join the company. Attributed to Anthropic, in “Mariano-Florentino (Tino) Cuéllar to join Anthropic as Chief Global Affairs Officer”; not a finding about why it happened.
Undated
Organisations and bodies on this page (3)
Distinct legal entities and bodies keep separate identities. A legal form is shown only where a stored record states it.
The latest inspected certificate fixes the board at five directors, but Anthropic’s announcement of April 2026 names seven. A later certificate, which might explain the difference, was not inspected.
Records: ·
The Trust Agreement, the Voting Agreement and the Investors’ Rights Agreement are referred to in the certificates and by Anthropic but are not public. The Trust’s own terms, including how it can be enforced or amended, are known only from Anthropic’s and its counsel’s descriptions.
Records: ·
The 2021 certificate’s Long-Term Benefit Committee could approve or reject director candidates. The Class T stock created in 2023 instead elects directors. Anthropic describes the committee as an earlier version of the Trust; the records do not establish continuity between the two bodies.
Records: ·
Questions set aside (4)
These questions were deliberately not turned into records. Answering them would need legal interpretation, a decisive source for conflicting dates, or statements about a living person beyond documented roles.
Needs legal interpretation Whether stockholders can change or end the Long-Term Benefit Trust and its powers without the Trustees’ consent. Anthropic describes “failsafe” supermajority provisions, and Fried and Reiter call them a kill switch. The Trust Agreement is not public, and the certificate’s amendment thresholds would need legal interpretation. Related records: ·
Needs legal interpretation Whether the Trust’s director-election rights amount to control of Anthropic in law. Fried and Reiter describe the Trust as a controlling mission entity; the records state the rights without drawing that conclusion. Related records:
Conflicting dates, no decisive source The dates on which the Trust became entitled to elect a second and a third director. The certificates tie them to unpublished board determinations. AI Lab Watch wrote in June 2024 that the Final Phase-In Date was in November 2024, and Anthropic said in April 2026 that Trust-appointed directors had become a majority of the board. No decisive source was found. Related records: ·
Needs legal interpretation Whether the clause in the certificates filed in 2024 and 2025, under which board approval of matters listed in the Investors’ Rights Agreement may require the vote of the director elected by certain preferred stockholders or of 61% of the directors, gives those investors a veto. The Investors’ Rights Agreement is not public.