Records found and checked by machines, not reviewed by an editor · What this means →
Control structures · 62 records (62 dated) · OpenAI
OpenAI’s control structure, 2015–2026
Which entity has controlled OpenAI’s for-profit business, through which instrument and from when, and how did its boards change from November 2023?
OpenAI was founded in 2015 as a nonprofit. The records below follow how the nonprofit and its subsidiaries have held control of the for-profit business: the capped-profit partnership announced in 2019, the operating company it became in 2023, and the public benefit corporation incorporated in October 2025. They also cover the board changes of November 2023 and after, the published restructuring plans, the Delaware Attorney General’s conditions and one open question: whether the Foundation can exercise effective control in practice. The sources are tax and court filings, a regulator’s decision, the filed certificate of incorporation and OpenAI’s own announcements.
A machine selected and arranged these records. No human review of the selection or framing is recorded.
Download research starter
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, OpenAI
Date
Stage
Holder
Right
Over
Instrument
2019 · snapshot
Effective
OpenAI GP LLC
OpenAI LP
Form 990, tax year 2019, Schedule R Part III: direct controlling entity of a related partnership
2019 · snapshot
Effective
OpenAI nonprofit
OpenAI GP LLC
Form 990, tax year 2019, Schedule R Part I: direct controlling entity of a disregarded entity
2019-03-11 · announcement
Announced
OpenAI nonprofit
OpenAI LP
Control by OpenAI Nonprofit’s board, as described in OpenAI’s March 2019 announcement
2024 · snapshot
Effective
OpenAI GP LLC
OpenAI Global, LLC
Form 990, tax year 2024, Schedule R Part III: direct controlling entity of a related partnership
2025-03-05 · snapshot
Effective
OpenAI GP LLC
OpenAI OpCo, LLC
2023 LLC Agreement: OpenAI GP LLC as Manager (as described by the UK CMA)
2025-05-05 · announcement
Announced
OpenAI nonprofit
OpenAI
Board decision announced on 5 May 2025: the for-profit LLC to become a public benefit corporation controlled by the nonprofit
2025-10-28 · snapshot
Effective
OpenAI nonprofit
OpenAI Group PBC
Class N Common Stock (certificate of incorporation, Section IV.2(b)(i))
2025-10-28 · snapshot
Effective
OpenAI nonprofit
OpenAI Group PBC
Special Class N pre-approval rights (certificate of incorporation, Section IV.2(c))
2025-10-28 · snapshot
Effective
OpenAI nonprofit
OpenAI Group PBC
Class N Common Stock (certificate of incorporation, Section V.3)
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.
Announcements, plans and representations to regulators record what OpenAI said it would do. The certificate of incorporation records what the filed text provides. Neither shows how the rights are used in practice.
Tax filings report relationships in the form’s own terms, such as “direct controlling entity”. The records do not interpret those terms under corporate or partnership law.
The Delaware Attorney General’s letter records OpenAI’s representations and the conditions for not objecting. Whether the conditions were met, and whether the representations bind OpenAI, needs legal interpretation and is not recorded.
Board records cover documented roles and announced changes only. The reasons for the November 2023 events, and later reviews of them, are not recorded.
OpenAI LP, OpenAI OpCo and OpenAI Group PBC keep separate identities. How one led to the next is recorded only as far as the sources state it.
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.
2015
2018
2019
2021
2023
2024
Stated reason, as given by John Schulman (2024-08-06)
Schulman stated that the choice stemmed from his wish to deepen his focus on AI alignment and to return to hands-on technical work. Attributed to John Schulman, in “Post of 6 August 2024 (UTC) sharing his note on leaving OpenAI”; not a finding about why it happened.
2025
2026
Organisations and bodies on this page (7)
Distinct legal entities and bodies keep separate identities. A legal form is shown only where a stored record states it.
OpenAI’s 2019 announcement says its paperwork calls OpenAI Nonprofit the general partner, while the 2019 tax filing lists OpenAI GP LLC as the partnership’s direct controlling entity. Both statements are recorded. Neither settles which entity was the general partner in law.
Records: ·
The UK Competition and Markets Authority calls OpenAI Global, LLC the holding company of OpenAI, while the 2024 tax filing also lists a separate OpenAI Holdings LLC. Which entity held which interest is not resolved here.
Records:
OpenAI said in November 2023 that its new board would include a non-voting observer for Microsoft. An observer seat is not a control right and is not recorded as one. In March 2025 the Competition and Markets Authority found that Microsoft had material influence over OpenAI’s commercial policy but did not exercise de facto control over it.
Records: ·
OpenAI represented to the Delaware Attorney General that a contract would give the nonprofit’s Safety and Security Committee an effective approval right over the public benefit corporation’s safety and security actions. That contract was not inspected.
Records:
Questions set aside (6)
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 the representations recorded by the Delaware and California Attorneys General bind OpenAI, whether the stated conditions were met, and whether the Safety and Security Committee contract was signed and is enforceable. Related records: · ·
Needs legal interpretation Whether the Foundation’s Class N rights amount to control in law, for example under Delaware corporate law, tax-exemption rules or competition law, and how the for-profit business came to sit in OpenAI Group PBC (by merger, conversion or contribution). Related records: ·
Needs legal interpretation The Delaware letter records OpenAI’s representation that the charter’s safety clause covers the nonprofit’s Safety and Security Committee, while the filed charter refers to the public benefit corporation’s own board and committees. Whether the difference matters in law needs interpretation. Related records: ·
Needs legal interpretation Whether Paul Christiano’s appointment meets OpenAI’s representation that, within a year of the recapitalization, at least one current nonprofit director besides the committee chair would serve only on the nonprofit board. Related records:
Needs legal interpretation Whether the 2023 change from OpenAI, L.P. to OpenAI OpCo, L.L.C. was a conversion, a merger or another transaction, and what continuity of assets and obligations it implies. Related records:
Would go beyond a living person’s documented roles The reasons the board gave for removing Sam Altman in November 2023, the findings of the review OpenAI summarised in March 2024, and commentary on the people involved. Related records: ·