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OpenAI, L.P. / OpenAI OpCo, LLC Profile (the Capped-Profit Operating Entity)

The Altman Network Study · entity profile · 3 June 2026

This is the entity at the center of the entire OpenAI corporate structure — the capped-profit vehicle that was supposed to balance commercial viability with charitable mission, and that across nine years of IRS filings never returned a single dollar of excess profit to the nonprofit that controls it. [1][2]

Originally formed in secret under the code name SummerSafe, L.P. on September 19, 2018 — six months before being publicly announced as “OpenAI LP” — it has since been renamed OpenAI OpCo, LLC, while retaining the same Delaware charter, the same EIN, and the same structural position as the for-profit operating entity under the nonprofit’s general partner. [3][4] It employs the researchers, sponsors the 401(k), holds the IP licenses, and generates the revenue. The nonprofit that “controls” it holds $14.7 million in assets. The LP’s operations underpin a $500 billion valuation. [1][5]

Formal Profile

Entity: SummerSafe, L.P. → OpenAI, L.P. → OpenAI OpCo, LLC. EIN: 83-1960637 (continuous across all names). DE File Number: 7063675. Formation: September 19, 2018 (Delaware). CA Registration: CA #201828800013, registered October 10, 2018 under the name “SummerSafe, L.P.” (CA LP-5 application with attached Delaware Certificate of Good Standing); CA branch terminated March 27, 2025. Current form: LLC (converted from LP). General Partner: OpenAI GP, L.L.C. (DE file 7063642, also formed September 19, 2018; wholly owned by the nonprofit). [3][4][6]

Addresses: 650 Castro St, Suite 120-538, Mountain View, CA 94041 (early, mailbox suite) → 3180 18th St Suite 100, SF 94110 (Pioneer Building, Musk-leased, through 2022) → 1455 3rd St, SF 94158 (Uber Mission Bay campus, from 2023) → 1960 Bryant St, SF 94110 (in some filings from 2024). [7]

Employees: The LP/OpCo is the actual employer. It sponsors the 401(k) and employee health/welfare plans (DOL filings under EIN 83-1960637). Approximately 831 plan participants by 2023. The 401(k) sponsor changed from OpenAI, Inc. to OpenAI OpCo, LLC on September 16, 2024 — confirming the operating workforce was on OpCo a year before OpCo surfaced in state filings. [5][8]

The Capped-Profit Promise — What Was Said

OpenAI’s own LP announcement page (March 11, 2019) states: [1]

“The fundamental idea of OpenAI LP is that investors and employees can get a capped return if we succeed at our mission… But any returns beyond that amount — and if we are successful, we expect there to be a lot — are owned by the original OpenAI Nonprofit entity.”

“Returns for our first round of investors are capped at 100x their investment.”

“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.”

Prospective investors were told at the top of the term sheet: “It would be wise to view any investment in OpenAI LP in the spirit of a donation.” [9]

The Profit-Tracing Finding — What Actually Happened

Across nine years of IRS Schedule R filings (TY2016-2024), the “excess returns to nonprofit” promise was never triggered. [2]

Schedule R Part V, Line 1f — “Dividends from related organization(s)”: TY2016: No. TY2017: No. TY2018: No. TY2019: No. TY2020: No. TY2021: No. TY2022: No. TY2023: No. TY2024: No. [2]

Schedule R Part V, Line 1c — “Capital contribution FROM related organization(s)”: Every available year: No. [2]

The only capital movement was in TY2019, when Line 1b (contribution TO related organization) = Yes: $2,666,957 flowed FROM the nonprofit INTO the for-profit LP. The charity funded the for-profit. The for-profit never funded the charity. [2][10]

The TY2024 Schedule R Part VII Supplemental states explicitly: “The Organization was not allocated any income or loss in 2024.” [2]

In 2025, the capped-profit promise was replaced with a 26% equity stake (~$130 billion notional value) plus a warrant — a structural replacement for a mechanism that produced zero dollars across its entire existence. [11]

The Corporate Hierarchy — Who Controls What

From the Musk v. Altman complaint (¶¶70-76) and the TY2024 Schedule R: [4][9][12]

OpenAI Foundation (fka OpenAI Inc, EIN 81-0861541) → wholly owns OpenAI GP, L.L.C. (DE 7063642, disregarded entity) → GP controls:

  • OpenAI Holdings, LLC (formed 3/17/2023) → members: Foundation + Aestas + individuals
    • → OAI Corporation, LLC
      • → OpenAI Global, LLC (formed 12/28/2022) ← Microsoft Corporation is a member
        • → OpenAI OpCo, LLC (EIN 83-1960637, the operating entity)
          • → OpenAI, L.L.C. (EIN 85-3082781, C-corp tax wrapper, international holding parent)
            • → International subsidiaries: Ireland, Singapore, France, Japan, UK, International Inc, Summerlight Technologies Ltd
  • Aestas, LLC (EIN 83-1969811, sibling entity, purpose unconfirmed)

Only the nonprofit/Foundation has a real board of directors. Every entity below the GP has managers/authorized signers, not independent boards. The board that oversees a $500B structure meets 3-5 hours per week with zero operational visibility into the LP. [1][5]

OpenAI Global, LLC is “a replacement vehicle to OpenAI LP in which investors could hold an economic interest.” Microsoft’s $10B investment (January 2023) went into Global, not the original LP — with rights to redeem up to $60 billion initially, increasing 20% annually from January 2025. [9][12]

The SummerSafe Triple Formation — September 19, 2018

Three Delaware entities were formed the same day, September 19, 2018, with a tight file-number cluster: [3][4][6]

DE FileOriginal NameCurrent NameRole
7063642SummerSafe GP, L.L.C.OpenAI GP, L.L.C.General partner (disregarded, owned by nonprofit)
7063644SummerSafe Holdings, L.P.Aestas, LLCSibling entity (purpose unconfirmed)
7063675SummerSafe, L.P.OpenAI OpCo, LLCThe capped-profit operating entity

The public “OpenAI LP” structure was built under placeholder code names six months before the March 11, 2019 public announcement. Only the GP was renamed directly to “OpenAI GP, L.L.C.” (CA name change January 9, 2019, signed by David Lansky). The operating LP’s California branch was registered October 10, 2018 as “SummerSafe, L.P.” — not “OpenAI, L.P.” — per the original LP-5 application with its attached Delaware Certificate of Good Standing. [4][6]

The code-naming family extends: “Aestas” = Latin for summer (same theme as “SummerSafe”); “Summerlight Technologies” appeared in the TY2024 Schedule R as an international C-corp. [12][13]

The Investor Pipeline

Reid Hoffman / Aphorism Foundation → Neoteny 3 → OpenAI LP. Hoffman’s private foundation ($1B+ assets) contributed capital to “Neoteny 3 Co-Investment I, LP” (Joi Ito’s 2015 venture fund, administered by Prague & Company at 15 Walnut St, Wellesley MA), which carries EIN 83-1960637 — the LP’s EIN. The Aphorism balance sheet shows ~$7.84M FMV in the Neoteny 3 position, ~$15M in Neoteny 4, and a separate $14.6M position labeled “SUMMERSAFE (FKA OPENAI).” Two original OpenAI-adjacent figures (Hoffman, Ito) pooled into the LP through a Wellesley-administered co-investment vehicle. [14][15]

Microsoft → OpenAI Global LLC. Microsoft invested $10B in January 2023 into OpenAI Global, LLC (formed December 28, 2022) — a “replacement vehicle” for the LP. Microsoft is a member of Global alongside OAI Corporation. This is the layer where the commercial capital sits. [9][12]

Khosla Ventures “OAI” vehicles. Khosla Ventures holds OpenAI-investment positions through dedicated SPV-type entities paralleling the Hoffman/Neoteny structure. Vinod Khosla was a named early LP investor. [1][16]

Founding donors (per the December 11, 2015 “Introducing OpenAI” blog): Sam Altman, Greg Brockman, Elon Musk, Reid Hoffman, Jessica Livingston, Peter Thiel, Amazon Web Services, Infosys, and YC Research. Total committed: $1 billion. [9][17]

Key Personnel

PersonRoleNotes
David LanskySigned the SummerSafe GP → OpenAI GP name change (Jan 9, 2019)Also listed as General Counsel on OpenAI Inc FY2021 990.
Stephen Anthony BonovichAuthorized signer for OpenAI OpCo LLC (FL filing)
Robert Jaylin WuAuthorized signer for OpenAI, L.L.C. and OpenAI France SAS (“président”)Career: Covington → Uber → OpenSea → OpenAI.
Alex IftimieDeputy GC, Investigations & Security; bar-registered at OpenAI OpCo, 1455 3rd StFormer DOJ NSD (Obama-era); ex-Morrison & Foerster.
Tatiana ZolotovaHR point-of-contact on H-1B LCA filings“Member of HR Staff”

Nodes of Interest

N-A · Nine years of zero returns. The central finding. The capped-profit promise produced zero dollars to the charity across its entire existence. The only capital movement was $2.67M FROM the charity TO the for-profit. Replaced in 2025 with a 26% equity stake. [2]

N-B · The SummerSafe code-name cluster. The for-profit structure was built in secret under placeholder names six months before public announcement. The naming family (SummerSafe, Aestas = “summer,” Summerlight) persists through 2024. [3][4]

N-C · The recap’s original direction. Delaware AG Jennings confirmed OpenAI initially proposed removing the nonprofit from overseeing the for-profit entirely. The PBC-under-nonprofit structure was adopted only after AG “engagement and prompting.” Absent the regulators, the 2019 nonprofit-primacy promise would have been structurally unwound. [11]

N-D · The 401(k) sponsor swap dates the operational transfer. The plan-sponsor change from OpenAI Inc to OpenAI OpCo LLC (September 16, 2024) confirms the operating workforce was on OpCo a year before OpCo surfaced in state filings. [8]

N-E · Three EINs, three layers. (1) 81-0861541 = the nonprofit/Foundation; (2) 83-1960637 = the LP/OpCo; (3) 85-3082781 = OpenAI LLC (C-corp wrapper/international parent). Searches on any single EIN return only that layer — which is how “not a charity” and “different entity” false trails arise. [5]

N-F · The “minority of the board” clause. The LP page says only financially unconflicted directors may vote on payout decisions. Whether this held is the live fiduciary question. The Columbia Law CLS Blue Sky Blog analysis: “the protection of those purposes depends on how the members of the board exercise their fiduciary duties.” [1][18]

N-G · Musk leased the building, Uber leases the current one. Both of OpenAI’s headquarters were controlled by entities that became adversaries — Musk (Pioneer Building, 2015–Aug 2024) and Uber (Mission Bay campus, sublease from Oct 2023). Musk moved his competing xAI into the Pioneer Building in October 2024. [7][9]

Open Questions

Why was the LP built under code names six months before the public announcement? Pre-positioning is normal for corporate formations, but the code names suggest active concealment of the structure’s creation.

What is Aestas LLC’s purpose? The sibling entity (DE 7063644) has been active since 2018. It appears on Schedule R as a related partnership. Its role — employee holdings, secondary investment vehicle, or something else — is unconfirmed.

What are the full economics of the LP agreement? The capped-profit promise, the 100x cap, and the “spirit of a donation” framing are public. The actual LP agreement is not. What carry, management fees, or preferences exist?

Did OpenAI Global LLC inherit the capped-profit constraints, or was it structured differently? Global replaced the LP as the primary investment vehicle. Whether the same 100x cap and nonprofit-primacy language applies to Global is structurally critical.

Sources

  1. [Archive] OpenAI, “OpenAI LP” announcement (March 11, 2019) — capped-profit structure, 100x cap, minority-board clause, founding investor/donor list: https://openai.com/index/openai-lp/
  2. [Archive] OpenAI Inc/Foundation Form 990 Schedule R, TY2016-2024 (all nine years) — Part V Line 1f Dividends = No every year; Line 1c Capital contribution FROM = No every year; TY2019 Line 1b = Yes ($2,666,957); TY2024 Supplemental: “not allocated any income or loss in 2024.”
  3. [Archive] Delaware Division of Corporations — DE file 7063675 (SummerSafe, L.P. → OpenAI OpCo, LLC), DE file 7063644 (SummerSafe Holdings → Aestas, LLC), DE file 7063642 (SummerSafe GP → OpenAI GP, L.L.C.). All formed September 19, 2018.
  4. [Archive] California LP-5 application (CA #201828800013, filed October 10, 2018) — filed under “SummerSafe, L.P.” with attached Delaware Certificate of Good Standing; GP name change to OpenAI GP, L.L.C. on January 9, 2019, signed by David Lansky.
  5. [Archive] ProPublica Nonprofit Explorer — OpenAI Inc (EIN 81-0861541), financial summaries and Schedule R data: https://projects.propublica.org/nonprofits/organizations/810861541
  6. [Archive] OpenCorporates entity detail pages — SummerSafe, L.P. (DE 7063675) with GPT-3 trademark; inactive branches OPENAI, L.P. (CA, 10 Oct 2018 – 27 Mar 2025); Aestas, LP (CA, 10 Oct 2018, active).
  7. [Archive] OpenAI LP address registry compiled from 990 filings, H-1B LCA filings, and state registrations. Musk Industries LLC as Pioneer Building lessee confirmed from Musk v. Altman complaint ¶62.
  8. [Archive] w9ein.com — 401(k) plan sponsor change: OPENAI, INC. → OPENAI OPCO, LLC, effective September 16, 2024.
  9. [Archive] Musk v. Altman, SF Superior Court (CGC-24-612746, filed February 29, 2024) and federal complaint (4:24-cv-04722, N.D. Cal., filed August 5, 2024) — entity formation dates (¶¶4-11), corporate hierarchy (¶¶70-76), “replacement vehicle” characterization of OpenAI Global, founding donor list (Exhibit 3), Musk funding details ($44M+), founding agreement email (Exhibit 2).
  10. [Archive] OpenAI Inc Form 990 Schedule R, TY2019 — Line 1b capital contribution of $2,666,957 FROM nonprofit INTO the LP.
  11. [Archive] Delaware AG Kathy Jennings, “Statement of No Objection” (October 28, 2025) — OpenAI initially proposed removing nonprofit oversight; 26% equity stake replacing capped-profit: https://news.delaware.gov
  12. [Archive] OpenAI Inc/Foundation Form 990 Schedule R, TY2024 — full entity hierarchy: GP LLC → Holdings → OAI Corp → Global (Microsoft member) → OpCo → LLC → international tree including Summerlight Technologies Ltd.
  13. [Archive] The Altman Network Study, SummerSafe/Aestas naming analysis — “Aestas” = Latin for summer; “Summerlight” in TY2024 Schedule R; code-naming family documented.
  14. [Archive] Aphorism Foundation (EIN 46-4347021) Form 990-PF, TY2019 and TY2020 — Transfers to Controlled Entities: capital contributions to Neoteny 3 Co-Investment I LP at EIN 83-1960637; balance sheet: ~$7.84M FMV Neoteny 3, ~$15M Neoteny 4, ~$14.6M “SUMMERSAFE (FKA OPENAI).”
  15. [Archive] neoteny.com; PitchBook; Investorlist — Neoteny 3 = Joi Ito’s 2015 venture fund; Neoteny Management LLC at 15 Walnut St Ste 150, Wellesley MA (Prague & Company PC).
  16. [Archive] The Altman Network Study — Khosla Ventures “OAI” investment vehicles; Vinod Khosla as named early LP investor.
  17. [Archive] OpenAI, “Introducing OpenAI” blog (December 11, 2015) — founding donors: Altman, Brockman, Musk, Hoffman, Livingston, Thiel, AWS, Infosys, YC Research. $1B committed.
  18. [Archive] Columbia Law School CLS Blue Sky Blog, “The Untold Nonprofit Story of OpenAI” (March 5, 2024): https://clsbluesky.law.columbia.edu/2024/03/05/the-untold-nonprofit-story-of-openai/