OpenAI Officially Forms Delaware Public Benefit Corporation
On October 28, 2025, at 8:07 a.m. the Delaware Division of Corporation approved a 30-page Certificate of Incorporation (COI) for OPENAI GROUP PBC, thus launching, or better catapulting, the universally accepted ChatGPT parent into the corporate and financial stratosphere.
The new Delaware PBC is authorized to issue 17,870,000,001 Shares of common stock and 5,517,192,706 shares of Preferred Stock, which is further divided into several Series for special purposes… for a total of 23 Billion, 387 Million, 192 thousand and 707 shares.
OpenAI has officially formed its Delaware Public Benefit Corporation (PBC) under the ownership and control of its original nonprofit parent, marking a major step in its mission to balance profit with purpose.
In late 2024, OpenAI announced plans to convert its for-profit arm into a Delaware Public Benefit Corporation (PBC). Now, they’ve done it.
Why OpenAI Chose a Delaware PBC
Originally created as a nonprofit in Delaware, OpenAI’s mission has always been to ensure that artificial intelligence benefits all of humanity. However, the nonprofit model limited its ability to raise large-scale investment capital, something essential for advancing AI technology.
To solve this challenge, OpenAI turned to Delaware’s Public Benefit Corporation structure, which allows companies to pursue both financial returns and positive social impact. A Delaware PBC operates as a Delaware General Corporation but must also consider how its decisions affect society, the environment, and its stated public benefit, as directed in their COI.
Delaware: The Home of Corporate Innovation
Delaware has been the undisputed leader in corporate governance for more than a century. Its PBC statute, first enacted in 2013, set the standard for other states and continues to attract mission-driven companies. The law provides:
- Flexibility in defining a company’s public benefit purpose.
- A legal commitment to deliver a Public Benefit as well as produce a profit for Shareholders.
- Legal predictability and stability backed by the Delaware Court of Chancery.
- The same advantages that are enjoyed by all Delaware General Corporations, including efficient filing processes and a long history of respect for case law where the Court of Chancery is noted for respecting the good-faith decisions of a Corporation’s independent Board of Directors.
These factors make Delaware the preferred choice for businesses seeking to balance profitability with responsibility and to commit legally to fulfilling their own stated Public Benefit Mission statement while creating wealth for the shareholder.
OpenAI’s New Corporate Structure
After working with regulators in both Delaware and California, OpenAI filed its new Certificate of Incorporation in Delaware, officially forming the PBC. This structure allows OpenAI to continue raising investment capital while ensuring that it fulfills its Public Benefit obligation and its nonprofit parent retains ultimate control and accountability to its founding mission.
OpenAI’s new Certificate of Incorporation also highlights how Delaware’s corporate statutes can accommodate unique governance needs. The filing outlines multiple stock classes and detailed provisions that ensure the company’s mission and oversight remains aligned with its nonprofit parent. It even includes compliance-oriented ownership restrictions, reflecting the kind of flexibility Delaware law provides to organizations operating at the intersection of technology, investment, and public policy.
OpenAI now joins a growing number of companies embracing Delaware’s PBC framework. Despite competition from other states, Delaware remains the top jurisdiction for U.S. business formations, with more than two-thirds of Fortune 500 companies incorporated there.
What This Means for Other Companies
OpenAI’s decision highlights Delaware’s continued leadership in modern corporate law and responsible governance. For founders, investors, and boards considering how to align business goals with social impact, the Delaware PBC provides a proven and flexible solution.
At Harvard Business Services, Inc., we make it easy to form a Delaware corporation, LLC, or PBC. Like OpenAI, you can build your business on Delaware’s trusted legal foundation and join the many companies that choose the First State as the home for their success.
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