OpenAI revealed details on Friday about its plans to adopt a new corporate structure that will remove the company from control by a nonprofit that has been the focus of contention.
OpenAI’s leaders have been privately discussing a change for several months but have provided few specifics.
In a company blog post published on Friday, OpenAI said it planned to restructure as a public benefit corporation, or P.B.C., which is a for-profit corporation designed to create public and social good. OpenAI rivals like Anthropic and Elon Musk’s xAI use a similar structure.
“The P.B.C. is a structure used by many others that requires the company to balance shareholder interests, stakeholder interests, and a public benefit interest in its decision making,” the company said. “It will enable us to raise the necessary capital with conventional terms like our competitors.”
A year ago, the board of the nonprofit tried to fire the company’s chief executive, Sam Altman. It failed, but the incident spooked OpenAI’s investors, including the tech giant Microsoft. In the months since, Mr. Altman and his colleagues have been working toward a new structure.
With the change in structure, Mr. Altman and his colleagues must find ways to compensate the nonprofit for its loss of control. OpenAI said the nonprofit would receive shares in the P.B.C. but added that the value it would receive was still being negotiated by independent financial advisers.
The plan “would result in one of the best resourced nonprofits in history,” the company said in its blog. OpenAI’s latest funding round valued the company at $157 billion.
OpenAI set off the generative A.I. boom in late 2022 with the release of its online chatbot ChatGPT, which can answer questions in a near humanlike manner. In the months that followed, start-ups and tech giants like Google, Meta and Amazon raced to build similar technologies.
Mr. Altman founded OpenAI as a nonprofit in 2015 with several A.I. researchers and entrepreneurs, including Elon Musk. The aim, Mr. Altman and his co-founders said, was to build A.I. for the benefit of humanity — not for corporate shareholders.
But by 2018, OpenAI’s founders realized that building powerful A.I. technology would require far more money than they could raise through a nonprofit.
Early that year, Mr. Musk left the lab. When Mr. Altman took over as chief executive, he created a for-profit company able to take on investors and promise them financial return while still answering to the nonprofit board. Eventually, it raised more than $13 billion in funding from Microsoft and others.
As OpenAI’s largest investor, Microsoft also negotiated a partnership that has tightly bound the two companies as they compete with other artificial intelligence companies. Microsoft supplies the raw computing power needed to build OpenAI technologies and it has an exclusive license to use these technologies in its own products.
But Microsoft and other investors grew unhappy with nonprofit’s control over the start-up when its board tried to remove Mr. Altman in November 2023. The board said it no longer trusted Mr. Altman to build A.I. for the benefit of humanity.
Mr. Musk sued OpenAI this year, claiming that the company and two of its founders, Mr. Altman and Greg Brockman, breached the company’s founding contract by putting commercial interests ahead of the public good. OpenAI has denied the claim.
(The New York Times has sued OpenAI and Microsoft, claiming copyright infringement of news content related to A.I. systems. The two companies have denied the suit’s claims.)
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