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March 11, 2019


We’ve created OpenAI LP, a new “capped-profit” company that allows us to rapidly increase our investments in compute and talent while including checks and balances to actualize our mission.


Our mission is to ensure that artificial general intelligence (AGI) benefits all of humanity, primarily by attempting to build safe AGI and share the benefits with the world.

We’ve experienced firsthand that the most dramatic AI systems use the most computational power in addition to algorithmic innovations, and decided to scale much faster than we’d planned when starting OpenAI. We’ll need to invest billions of dollars in upcoming years into large-scale cloud compute, attracting and retaining talented people, and building AI supercomputers.

We want to increase our ability to raise capital while still serving our mission, and no pre-existing legal structure we know of strikes the right balance. Our solution is to create OpenAI LP as a hybrid of a for-profit and nonprofit—which we are calling a “capped-profit” company.

The fundamental idea of OpenAI LP is that investors and employees can get a capped return if we succeed at our mission, which allows us to raise investment capital and attract employees with startup-like equity. But any returns beyond that amount—and if we are successful, we expect to generate orders of magnitude more value than we’d owe to people who invest in or work at OpenAI LP—are owned by the original OpenAI Nonprofit entity.

Going forward (in this post and elsewhere), “OpenAI” refers to OpenAI LP (which now employs most of our staff), and the original entity is referred to as “OpenAI Nonprofit.”

The mission comes first

We’ve designed OpenAI LP to put our overall mission—ensuring the creation and adoption of safe and beneficial AGI—ahead of generating returns for investors.

The mission comes first even with respect to OpenAI LP’s structure. While we are hopeful that what we describe below will work until our mission is complete, we may update our implementation as the world changes. Regardless of how the world evolves, we are committed—legally and personally—to our mission.

OpenAI LP’s primary fiduciary obligation is to advance the aims of the OpenAI Charter, and the company is controlled by OpenAI Nonprofit’s board. All investors and employees sign agreements that OpenAI LP’s obligation to the Charter always comes first, even at the expense of some or all of their financial stake.

Purple Notice

Our employee and investor paperwork start with big purple boxes like this. The general partner refers to OpenAI Nonprofit (whose legal name is “OpenAI Inc”); limited partners refers to investors and employees.

Only a minority of board members are allowed to hold financial stakes in the partnership at one time. Furthermore, only board members without such stakes can vote on decisions where the interests of limited partners and OpenAI Nonprofit’s mission may conflict—including any decisions about making payouts to investors and employees.

Corporate Structure

Another provision from our paperwork specifies that OpenAI Nonprofit retains control.

As mentioned above, economic returns for investors and employees are capped (with the cap negotiated in advance on a per-limited partner basis). Any excess returns go to OpenAI Nonprofit. Our goal is to ensure that most of the value (monetary or otherwise) we create if successful benefits everyone, so we think this is an important first step. Returns for our first round of investors are capped at 100x their investment (commensurate with the risks in front of us), and we expect this multiple to be lower for future rounds as we make further progress.

What OpenAI does

Our day-to-day work is not changing. Today, we believe we can build the most value by focusing exclusively on developing new AI technologies, not commercial products. Our structure gives us flexibility for how to create a return in the long term, but we hope to figure that out only once we’ve created safe AGI.

OpenAI LP currently employs around 100 people organized into three main areas: capabilities (advancing what AI systems can do), safety (ensuring those systems are aligned with human values), and policy (ensuring appropriate governance for such systems). OpenAI Nonprofit governs OpenAI LP, runs educational programs such as Scholars and Fellows, and hosts policy initiatives. OpenAI LP is continuing (at increased pace and scale) the development roadmap started at OpenAI Nonprofit, which has yielded breakthroughs in reinforcement learningrobotics, and language.



We are excited by the potential for AGI to help solve planetary-scale problems in areas where humanity is failing and there is no obvious solution today. However, we are also concerned about AGI’s potential to cause rapid change, whether through machines pursuing goals misspecified by their operator, malicious humans subverting deployed systems, or an out-of-control economy that grows without resulting in improvements to human lives. As described in our Charter, we are willing to merge with a value-aligned organization (even if it means reduced or zero payouts to investors) to avoid a competitive race which would make it hard to prioritize safety.

Who’s involved

  • OpenAI Nonprofit’s board consists of OpenAI LP employees Greg Brockman (Chairman & CTO), Ilya Sutskever (Chief Scientist), and Sam Altman (CEO), and non-employees Adam D’Angelo, Holden Karnofsky, Reid Hoffman, Shivon Zilis, and Tasha McCauley.A

  • Elon Musk left the board of OpenAI Nonprofit in February 2018 and is not formally involved with OpenAI LP. We are thankful for all his past help.

  • Our investors include Reid Hoffman’s charitable foundation and Khosla Ventures, among others. We feel lucky to have mission-aligned, impact-focused, helpful investors!

We are traveling a hard and uncertain path, but we have designed our structure to help us positively affect the world should we succeed in creating AGI—which we think will have as broad impact as the computer itself and improve healthcare, education, scientific research, and many aspects of people’s lives. If you’d like to help us make this mission a reality, we’re hiring :)!


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    This list represents the board as of March 11, 2019 and does not reflect further board member updates.


Greg Brockman, Ilya Sutskever, OpenAI