OpenAI’s restructuring threatens to strip its nonprofit foundation of control over development of artificial general intelligence, violating its founding purpose, say researchers, nonprofit leaders, and former employees.
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A broad coalition of AI experts, economists, legal scholars, and former OpenAI employees is urging state regulators to keep OpenAI’s nonprofit foundation in control of the company.
Their concern: that the company’s planned restructuring would abandon its legally mandated nonprofit purpose and place control of artificial general intelligence (AGI) in the hands of private investors.
“We write in opposition to OpenAI’s proposed restructuring that would transfer control of the development and deployment of artificial general intelligence (AGI) from a nonprofit charity to a for-profit enterprise.” the coalition wrote in an open letter addressed to the Attorneys General of California and Delaware, who together are the company’s primary regulators.
The letter’s signatories include Nobel laureates Daniel Kahneman and Joseph Stiglitz and AI pioneers Geoffrey Hinton and Yoshua Bengio. They argue that the proposed restructuring would violate OpenAI’s Articles of Incorporation, which explicitly state the organization is “not organized for the private gain of any person.”
The coalition’s appeal is supported by a separate amicus curiae brief filed by twelve former OpenAI employees in an ongoing federal lawsuit. Together, the letter and brief present a rare, coordinated public challenge to the internal governance of one of the world’s leading AI companies.
A legally binding mission
OpenAI was created in 2015 as a nonprofit with a single, far-reaching goal: to ensure that AGI benefits all of humanity. Its 2018 Charter outlines principles such as broadly distributed benefits, long-term safety, cooperative development, and technical leadership. These values were designed to steer OpenAI’s work even as it began raising external investment.
In 2019, OpenAI adopted a capped-profit model, establishing a limited partnership structure under full control of the nonprofit board. This arrangement, the letter notes, was meant to ensure that AGI development would always remain aligned with the public interest.
According to the open letter, the company is now seeking to restructure in a way that would eliminate this charitable governance by allowing private shareholders to assume control of AGI development and deployment.
The authors argued that this shift is inconsistent with OpenAI’s charitable purpose and violates both California and Delaware nonprofit law.
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“As the primary regulators of OpenAI, you currently have the power to protect OpenAI’s charitable purpose on behalf of its beneficiaries, safeguarding the public interest at a potentially pivotal moment in the development of this technology,” the letter said. “Under OpenAI’s proposed restructuring, that would no longer be the case.”
The amicus brief, filed in April 2025, supports claims made in the open letter by offering firsthand accounts from within OpenAI’s leadership and research teams. The twelve former employees worked at the company from 2018 to 2024 and held roles ranging from research scientists to policy leads.
According to the brief, internal operations at OpenAI were built around the Charter. Employee performance reviews included assessments of how individuals advanced the mission, and senior leadership—including CEO Sam Altman—frequently referenced the Charter in strategic decisions.
But the brief also reveals a gradual shift in internal dynamics. The former employees claim that key governance principles began to erode as commercial interests grew, culminating in efforts to restructure in ways that would sever nonprofit control.
“Without control, the Nonprofit cannot credibly fulfill its Mission and Charter commitments, particularly those relating to broadly distributed benefits and long-term safety,” the brief stated.
Transparency and legal accountability urged
The coalition’s letter closed with a call for legal action. It urged the Attorneys General to demand full transparency about OpenAI’s current and proposed structures. If OpenAI is no longer operating in line with its nonprofit obligations, the authors argue, the state must act to preserve the public mission.
“You currently have the power to protect OpenAI’s charitable purpose on behalf of its beneficiaries, safeguarding the public interest at a potentially pivotal moment in the development of this technology,” the letter said.
With AGI development accelerating, the outcome of this governance battle may shape not just OpenAI’s future but the trajectory of AI oversight worldwide. At stake is the principle that technologies capable of reshaping economies, labor, and societies should remain accountable to the public—and not be controlled solely by shareholder interests.
Whether legal authorities respond to the coalition’s plea could mark a turning point in how the world manages the power and responsibility of frontier AI development.