Moral Obligations vs. Private Enterprise: Can OpenAI’s Human-Centric Mission Survive a For-Profit Legal Structure?

Paige Gilbert is a Senior in the Georgetown University College of Arts & Sciences, studying Government and Justice & Peace Studies.

Over the past decade, it is no surprise that OpenAI has begun to transform everyday life with assistance ranging from financial management to technological shortcuts to personalized recommendations. Artificial intelligence reveals “frequent” usage among at least 62% of U.S. adults, who report AI usage of about “several times a week.”¹ Within that large population, a report broke down how AI’s usage was at its highest in the home or for “personal use,” reporting a 32.6% usage compared to 28.1% usage at work.² Looking deeper into the “home” or “personal benefits,” a Pew study found that a significant portion of Americans received support from AI in areas such as “advice about their faith in God,” “mental health support,” and “forecasting the weather.”³ To that extent, artificial intelligence can be viewed as a life companion or everyday tool to assist individuals with their work, mental health, personal relationships, daily demands, and more. These human-centric benefits give way to the very legal and structural classification in which OpenAI was established: as a non-profit charitable organization, fulfilling a “fiduciary duty” to serve the common good.⁴

Founded in 2015 in Delaware, OpenAI originated as a tax-exempt nonprofit company seeking to advance digital technology to “benefit humanity as a whole, unconstrained by a need to generate financial return,” as asserted by CEO Sam Altman.⁵ This public-interest-driven mission solidified the company’s fiduciary duty to humanity, redeeming tax-exempt status in 2015. However, the traditional non-profit structure operates primarily on donations and prohibits private investments or issuing stock, which presents a significant obstacle to the development and expansion of OpenAI. The models, technology, and infrastructure of OpenAI demand substantial funding from partnerships or investors; therefore, in 2019, OpenAI introduced a“for-profit subsidiary” structure to address this deficiency.⁶ 

A for-profit subsidiary exists as a separate or complementary entity from the “parent organization” or non-profit (OpenAI) that can generate profit or capital through investors.⁷ Microsoft, for example, became a major investor in OpenAI’s for-profit subsidiary “arm” in 2019 through a $1 billion investment.⁸ The for-profit subsidiary structure mandates that the profit generated by investors is capped; thus, excess value returns to the non-profit itself, reflecting a “charitable donation.”⁹ This for-profit subsidiary called OpenAI “LP”- limited partnership- accumulated approximately $80 to $90 billion in 2019.¹⁰ 

Due to the rapid development and growth of OpenAI, including the launch of ChatGPT in 2022, OpenAI publicly announced its plans to restructure its non-profit nature once again in 2024.¹¹ OpenAI asserted that it would transition its for-profit subsidiary structure into a “Public Benefit Corporation” (PBC), eliminating OpenAI’s status as a non-profit organization. A PBC is defined as a “for-profit corporation created to operate in a responsible and sustainable manner while also pursuing more specific public benefits and generating profit for shareholders.”¹² In other words, OpenAI would be effectively transitioning into a for-profit company that provides financial returns to investors while supporting a public-interest mission. 

Shortly after OpenAI’s announcement, Elon Musk- a co-founder of OpenAI- issued a lawsuit against the CEO- Sam Altman- for “violating the organization’s founding mission by shifting to a for-profit model.”¹³ Seeking up to $134 billion in damages from both OpenAI and Microsoft, Musk claims that his early support for the company was contingent on its “research-focused non-profit status” to advance human interests.¹⁴ As a result of his early investments, Musk asserts that OpenAI “wrongfully” gained between $65.5 billion and $109.4 billion.¹⁵ In response, OpenAI has emphasized Musk’s underlying ambition to “debilitate OpenAI’s business” as he builds his rival company called xAI.¹⁶

Regardless of whether Musk’s claims are made in good faith, this suit underscores a critical legal and ethical tension between moral obligations and structural requirements. It therefore raises a fundamental question: can -and will- OpenAI continue to fulfill its human-centric purposes within a for-profit framework, or will the restructuring erode its original promises? In weighing the prospective public benefits against the consequences of the for-profit framework, I argue that the consequences carry a dangerous capacity to reshape the global economic and political order, necessitating priority legislative oversight. 

When looking at the public benefit promises of this new framework, it is clear that OpenAI is committed to designating $25 billion for the two human-centric areas: “health and curing disease,” and “technical solutions for AI resilience.”¹⁷ OpenAI aims to work towards health breakthroughs through “faster diagnostics, better treatments, and cures.”¹⁸ The latter area concentrates on maximizing AI’s benefits while reducing its risks, errors, and cyberattacks.¹⁹ Significantly, this agenda suggests that OpenAI remains committed to advancing human interests in the future despite its new structure. 

The important paradox, however, is that although OpenAI’s mission appears to remain with humanity, its funding and operations are now directed by a “commercial giant” that is not bound by the same public-interest obligations, but with shareholders. The newly restructured OpenAI PBC is valued at roughly $500 billion, with the largest stake, 27% ($135 billion), owned by Microsoft, giving Microsoft a powerful voice in the future direction of OpenAI.²⁰ This relationship between major corporations and OpenAI must be considered in the global context, where there is currently a global race for power over AI domination. 

Leading experts classify AI development as a “new arms race,” specifically between China and the U.S.²¹ Beyond advancing human-centered purposes, AI technology supremacy offers promises ranging from substantial economic gains to security and defense advantages. OpenAI is effectively altering the landscape of global relations and national security; therefore, it cannot solely be viewed as a non-profit organization seeking further resources to advance its public-interest mission. Accordingly, its transition into a for-profit organization with oversight from massive commercial enterprises with no fiduciary obligations must be heavily scrutinized and properly regulated. 

In conclusion, I assert that although the decision to transition from a non-profit to a PBC introduces significant advantages in the realms of health and human productivity, it also may pose even greater consequences for the future of humanity, foreign relations, and security. Therefore, this restructuring cannot be viewed as purely advantageous for human promises through expanded resources, but must also be understood as a strategic step forward in the race for global power and domination. While Musk’s suit is suspect due to his strategic positioning in the race itself, he raises valid concerns about OpenAI’s ability to maintain its original promises to humanity within the new structural framework. Accordingly, this lawsuit will not only weigh the proper ethical and legal framework for this organization, but also shape the broader relationship between strategic technologies and global stability, determining whether OpenAI will reinforce democratic security or concentrate power in ways that exacerbate rising inequities.

1.  Pew Rsch. Ctr., AI in Americans’ Lives: Awareness, Experiences, and Attitudes (Sept. 17, 2025), https://www.pewresearch.org/science/2025/09/17/ai-in-americans-lives-awareness-experiences-and-attitudes/. ↩︎
2.  Id. ↩︎
3. Pew Rsch. Ctr., How Americans View AI and Its Impact on People and Society (Sept. 17, 2025), https://www.pewresearch.org/science/2025/09/17/how-americans-view-ai-and-its-impact-on-people-and-society/. ↩︎
4.  Ellen P. Aprill, The Untold Nonprofit Story of OpenAI, CLS Blue Sky Blog (Mar. 5, 2024), https://clsbluesky.law.columbia.edu/2024/03/05/the-untold-nonprofit-story-of-openai/. ↩︎
5. Bobby Allyn, How OpenAI’s Origins Explain the Sam Altman Drama, OPB (Nov. 24, 2023), https://www.opb.org/article/2023/11/24/how-openai-s-origins-explain-the-sam-altman-drama/. ↩︎
6.  Id. ↩︎
7. Aaron Fox, Creating a For-Profit Subsidiary: Here’s What to Consider, CBIZ, https://www.cbiz.com/insights/article/creating-a-for-profit-subsidiary-heres-what-to-consider. ↩︎
8. Microsoft Corporate Blogs, The Next Chapter of the Microsoft–OpenAI Partnership, Microsoft Blog (Oct. 28, 2025), https://blogs.microsoft.com/blog/2025/10/28/the-next-chapter-of-the-microsoft-openai-partnership/. ↩︎
9.  Id.
   ↩︎
10. Ellen P. Aprill, The Untold Nonprofit Story of OpenAI, CLS Blue Sky Blog (Mar. 5, 2024), https://clsbluesky.law.columbia.edu/2024/03/05/the-untold-nonprofit-story-of-openai/. ↩︎
11.  OpenAI completes conversion to for-profit business after lengthy legal saga, The Guardian (Oct. 28, 2025), https://www.theguardian.com/technology/2025/oct/28/openai-for-profit-restructuring. ↩︎
12.  Public Benefit Corporation, Legal Info. Inst., Cornell L. Sch., https://www.law.cornell.edu/wex/public_benefit_corporation. ↩︎
13. Guardian staff and agency, Elon Musk OpenAI Lawsuit Over For-Profit Conversion Can Go to Trial, U.S. Judge Says, Guardian (Jan. 8, 2026), https://www.theguardian.com/technology/2026/jan/08/elon-musk-openai-lawsuit-for-profit-conversion-can-go-to-trial-us-judge-says. ↩︎
14.  Id. ↩︎
15. Bipasha Dey, Musk Seeks Up to $13.4 Billion in OpenAI, Microsoft “Wrongful Gains”, Reuters (Jan. 17, 2026), https://www.reuters.com/business/musk-seeks-up-134-billion-openai-microsoft-wrongful-gains-2026-01-17/. ↩︎
16. Cade Metz and Ryan Mac, OpenAI and Elon Musk Lawsuit, N.Y. Times (Dec. 13, 2024), https://www.nytimes.com/2024/12/13/technology/openai-elon-musk-lawsuit.html. ↩︎
17.  Jennifer Bresnick, OpenAI Devotes $25B to Healthcare Breakthroughs, AI Resilience Infrastructure, Digital Health Insights (Oct. 30, 2025), https://dhinsights.org/news/openai-devotes-25b-to-healthcare-breakthroughs-ai-resilience-infrastructure. ↩︎
18.  Zvi Mowshowitz, OpenAI Moves To Complete Potentially The Largest Theft In Human History (Oct. 31, 2025), The Zvi (Substack), https://thezvi.substack.com/p/openai-moves-to-complete-potentially. ↩︎
19.  Id. ↩︎
20.  Id. ↩︎
21. Michael Ashley, The AI Race Is Becoming A Sprint For Power, Forbes (Nov. 26, 2025), https://www.forbes.com/sites/michaelashley/2025/11/26/the-ai-race-is-becoming-a-sprint-for-power/. ↩︎