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OpenAI and Microsoft announced that they have signed a non-binding memorandum of understanding for the next phase of their partnership. Both parties are now working on a definitive contractual agreement. The joint statement emphasized a shared commitment to delivering the best AI tools for everyone, with safety as the foundation.

OpenAI reiterated that it was founded as a nonprofit, remains a nonprofit today, and will continue to operate as one. The nonprofit retains ultimate authority in guiding the company’s future. In this new phase, the nonprofit will hold equity in the new Public Benefit Corporation (PBC), with a valuation exceeding US$100 billion. This equity ensures that the nonprofit not only maintains control but also shares in the growth and financial benefits of the PBC, significantly strengthening its capacity to support public missions.

Founded in 2015, OpenAI began as a nonprofit with the mission of ensuring artificial general intelligence benefits humanity as a whole. Over time, however, the rising financial demands of large-scale AI research created challenges that required alternative structures to attract investment without compromising the mission.

The proposed solution is to transition the for-profit arm of OpenAI into a PBC. A PBC is a corporate structure that combines profit-driven goals with a legally defined obligation to serve public benefit. This provides the flexibility to attract capital while preserving accountability to social objectives. The nonprofit remains in control and now also gains equity, positioning it among the wealthiest philanthropic institutions in the world.

Bret Taylor, Chair of the OpenAI nonprofit board, emphasized that pairing nonprofit control with equity of more than US$100 billion creates an unprecedented opportunity. The nonprofit will now have vast resources to fund educational programs, support global AI literacy, and strengthen safety-focused initiatives. This represents not just financial power but also an enhanced ability to deliver positive social impact.

Microsoft continues to play a central role as OpenAI’s strategic partner. The company maintains privileged access to OpenAI’s advanced models and technologies, while also sharing in the responsibilities of developing safe AI at scale. The partnership balances commercial benefits with shared responsibility toward ethical and safe AI deployment.

Yet the arrangement faces challenges. Finalizing the structure requires regulatory approval, particularly in jurisdictions overseeing corporate governance. Regulators may scrutinize whether nonprofit control remains robust and whether the balance between public interest and commercial benefit is properly maintained. If concerns arise, additional conditions or modifications could be required before the agreement becomes binding.

The move to a PBC structure reflects the increasing costs and complexities of frontier AI development. Traditional nonprofit funding mechanisms are insufficient to sustain innovation at the scale required. By introducing a structure that combines capital access with legal obligations to public good, OpenAI creates a model for other organizations facing similar challenges.

The nonprofit’s equity position of over US$100 billion marks a historic shift. It ensures that resources are available for global educational initiatives, research programs, and opportunities designed to spread the benefits of AI more broadly. It also helps the nonprofit remain financially independent, avoiding over-reliance on a single funding source.

For Microsoft, this MOU strengthens long-term alignment with OpenAI while preserving its influence in the AI ecosystem. The agreement supports access to cutting-edge AI systems, potential commercial benefits, and reputational gains from contributing to a structure that prioritizes both safety and public benefit.

At the same time, risks remain. Legal approval is not guaranteed. Questions about how equity is valued, how authority is distributed, and whether public benefit goals can be effectively enforced will determine the success of the new arrangement. Critics may argue that commercialization undermines nonprofit principles if not carefully managed.

The MOU between OpenAI and Microsoft represents a pivotal step in the evolution of OpenAI’s organizational structure. The nonprofit retains control while gaining equity worth more than US$100 billion in the PBC. This combination of authority and financial strength offers a path to scale innovation while staying true to the mission of ensuring AI benefits everyone.

The next phase will depend on final contractual agreements and regulatory approval. If successful, the model could set a precedent for how high-impact AI organizations balance financial realities with public responsibility.

Readers interested in exploring related issues, such as how PBCs function in practice or their role in shaping the future of AI governance, can continue with our analysis in connected articles.

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AI SafetyCorporate StructureMicrosoftNonprofitOpenAIPartnershipPublic Benefit Corporation