Certificate of Incorporation of OpenAI Group PBC (filed 2025-10-28)

Versions

openai-group-pbc-certificate-of-incorporation: 1 recorded version, oldest first, published by OpenAI Group PBC. A version is shown as replacing another only where a record says so. Date order alone never implies it.

1. 2025-10-28 · publishedCertificate (filed 2025-10-28) (this version)

This version

Provisions in this version · 4 quoted

A limited selection of quoted provisions: what this edition says about thresholds, required actions, who decides and exceptions. It is not a full summary and says nothing about implementation. A “not found” record states which part of the edition was inspected. It is not a claim that the text was deleted.

• Required actionBoard considers only the Mission on safety and security issues“must solely consider the Mission (and may not consider the pecuniary interests of stockholders or any other interest) in respect of safety and security issues related to the OpenAI enterprise”Article III, second paragraph (page 2)Inspect claim & evidence ↗
• Who decidesClass N stock’s director-election rights while held by OpenAI Foundation“So long as any shares of Class N Common Stock are issued and outstanding and held, directly or indirectly, by OpenAI Foundation (or any successor entity), holders of Class A Common will not be entitled to vote on the election of directors”Decides: Holder of the Class N Common Stock (OpenAI Foundation)Section IV.2(b)(i) “Voting on Director Elections” (page 4)Inspect claim & evidence ↗
• Who decidesClass N holder’s prior written approval for five kinds of action“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)”Decides: Holder of the Class N Common StockSection IV.2(c) “Special Class N Pre-Approval Rights” (page 5)Inspect claim & evidence ↗
• Who decidesRemoval of directors by the Class N holder or by two-thirds of other stockholders“Members of the Board of Directors may be removed from office with or without cause by either (a) so long as there are any shares of Class N Common Stock issued and outstanding, the affirmative vote of the holder of the Class N Common Stock”Decides: Holder of the Class N Common Stock · Decides: Holders of two-thirds of the voting power excluding Class N (at most one-third of the board in twelve months)Section V.3 (page 24)Inspect claim & evidence ↗

Earliest version recorded here; no replacement is recorded.

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