OpenAI to File Scaled-Back Restructuring That Keeps Nonprofit in Charge

OpenAI said Monday (May 5) that it will submit a revised corporate plan that leaves its nonprofit parent firmly in control of the for-profit arm behind ChatGPT, walking back a December blueprint that would have ceded voting power in exchange for easier fundraising.

The move follows weeks of discussions with the attorneys general of California and Delaware and is intended to “remain a nonprofit that oversees and controls the for-profit,” Chief Executive Sam Altman wrote in a blog post.

“When we started OpenAI, we did not have a detailed sense for how we were going to accomplish our mission,” Altman wrote. “We started out staring at each other around a kitchen table, wondering what research we should do. Back then, we did not contemplate products, a business model. We could not contemplate the direct benefits of AI being used for medical advice, learning, productivity and much more, or the needs for hundreds of billions of dollars of compute to train models and serve users.”

Under the updated proposal, the nonprofit will retain board control while becoming the largest shareholder in a new public-benefit corporation. Board chair Bret Taylor said directors changed course after “hearing from civic leaders” and regulators, describing the adjustment as “extremely close” to the existing structure. Altman called the compromise “well enough for investors that they’re happy to continue to fund us.”

Those investors have big checks in mind. In March, OpenAI told backers it hopes to raise as much as $40 billion in a SoftBank-led round that would value the company at roughly $300 billion, Reuters reported.

Maintaining nonprofit control could complicate that effort but may help defuse a lawsuit from co-founder Elon Musk, who accuses OpenAI of straying from its public-interest mandate.

The governance rethink comes as OpenAI pushes deeper into commerce. When the company rolled out new shopping tools for ChatGPT last month, as PYMNTS reported, it told users, “Search has become one of our most popular & fastest growing features, with over 1 billion web searches just in the past week.” The upgrade lets consumers compare prices and click straight through to buy, signaling how quickly generative AI is moving from research lab to retail checkout.

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