Public benefit corporation: what it is and why OpenAI, Anthropic use it
A public benefit corporation (PBC) is a for-profit company that is legally required to pursue a stated public benefit alongside profit. In Delaware, where most large US startups incorporate, its directors must balance shareholders' financial interests, the interests of people affected by the company, and the public benefit named in its charter. OpenAI (through OpenAI Group PBC) and Anthropic both use this structure, with different layers of control on top.
What a public benefit corporation is
A PBC is an ordinary for-profit corporation with a different legal purpose. It can raise venture capital, issue stock options and pay dividends. What changes is the duty of the board: profit is no longer the only thing directors are expected to weigh.
Delaware's rules sit in Subchapter XV of the General Corporation Law (sections 361 to 368). As of October 2026, the key points are:
- Stated benefit. The certificate of incorporation must name one or more specific public benefits and identify the company as a public benefit corporation.
- Balancing duty. Directors must manage the company in a way that balances three things: stockholders' financial interests, the interests of those materially affected by its conduct, and the specific public benefits in its charter.
- Protection for directors. A balancing decision satisfies fiduciary duty if it is informed, disinterested and not something no reasonable person would approve.
- Reporting. At least every two years the company must give stockholders a statement on its public benefit objectives, the standards used to measure progress, results against those standards and an assessment of success. The charter or bylaws can require more frequent or public reporting.
- Who can sue. A claim that directors failed to balance generally requires a plaintiff owning at least 2% of outstanding shares. For listed companies the threshold is the lesser of 2% or shares worth at least $2 million.
In practice this means a PBC is hard to challenge in court. The structure works mainly as a statement of intent, a shield for directors who choose not to maximize short-term profit, and a reporting obligation. It is not an independent enforcement system, which is why AI labs add their own governance mechanisms.
Public benefit corporation vs B Corp vs nonprofit
The three are often confused.
- PBC: a legal form created by state law. A company becomes one by filing the right charter language. No outside body certifies it.
- Certified B Corp: a private certification awarded by the nonprofit B Lab after an assessment of a company's social and environmental performance. B Lab explains the distinction in its benefit corporation vs Certified B Corp FAQ. A company can hold both, but neither implies the other.
- Nonprofit: a tax-exempt organization with no owners. It cannot distribute profits to shareholders or sell equity to investors, which is the main reason AI labs that need billions in compute spending moved their commercial arms into for-profit entities.
The practical difference for investors: a PBC can sell shares and be valued like any other company, while a nonprofit cannot. A PBC differs from a conventional C corporation mainly in the duty its directors carry.
Anthropic: a PBC with a Long-Term Benefit Trust
Anthropic is a Delaware public benefit corporation. According to its own description of the Long-Term Benefit Trust, its stated purpose is the responsible development and maintenance of advanced AI for the long-term benefit of humanity.
On top of the PBC form sits the Long-Term Benefit Trust (LTBT):
- The Trust is a Delaware purpose trust with the same purpose as the company, set up to help ensure Anthropic balances stockholder interests with the interests of those its conduct affects and with its public benefit.
- It holds a special class of stock, Class T, that is held only by the Trust. That stock lets the Trust elect and remove some directors, with its share of the board growing over time through milestones. Anthropic says the Trust will elect a majority of the board within four years.
- Trustees have backgrounds in AI safety, national security, public policy and social enterprise. Anthropic lists the changes in membership on its page, so check it for the current roster, as it has changed several times since 2023.
The point of the design is to give a body that does not depend on investor returns a formal say over who sits on the board. For the company's funding history, see our Anthropic valuation history.
OpenAI: a nonprofit foundation above a PBC
OpenAI completed its recapitalization on 28 October 2025. The former for-profit arm became OpenAI Group PBC, and the original nonprofit became the OpenAI Foundation. As reported by TechCrunch and The Register at the time:
- The Foundation controls OpenAI Group and appoints its board, according to OpenAI.
- The Foundation owned about 26% of the PBC, plus a warrant for additional shares if the company's value grows substantially.
- Microsoft held about 27%, and investors and employees held the rest. These percentages describe the day of the deal and have moved with later funding rounds.
- The California and Delaware attorneys general allowed the change to proceed, with conditions that include commitments on safety and on mitigating risks to teens.
- Any declaration by OpenAI that it has achieved AGI must be verified by an independent expert panel under the revised Microsoft agreement.
The key contrast with Anthropic: OpenAI's outside check is a nonprofit that owns shares and appoints directors, and is itself overseen by two state attorneys general. Anthropic's is a trust that elects directors through a special share class. Both rely on a PBC charter for the underlying duty to weigh benefit against profit. OpenAI's own explanation is on its structure page.
For how the stakes have been repriced since, see our OpenAI valuation history.
What changes if a PBC goes public
A PBC can list on a US exchange; Delaware law has a specific rule for listed PBCs on the lawsuit threshold (above). The company must still describe its structure in its registration statement, including how special share classes or trusts affect board control and what shareholders cannot change by voting. Dual-class or trust-held stock is common in listings and is disclosed as a risk factor.
The balancing duty does not disappear at an IPO, and public investors buy shares knowing the board may weigh the public benefit against short-term returns. For the mechanics of filing and listing, see IPO terms explained. Nothing here is investment advice.
Why AI companies choose it
- Mission language with legal weight. A charter that names a public benefit gives directors cover when they decline an offer or slow a release for safety reasons.
- Access to capital. Unlike a nonprofit, a PBC can issue equity to investors.
- A hook for added governance. Trusts, foundations and committees can be layered onto the PBC form.
The limits are as real as the benefits: weak enforcement and a reporting standard that is largely self-assessed. More coverage of how these companies are financed is in our AI business section and the wider startups desk.
Frequently asked questions
What is a public benefit corporation in simple terms?
It is a for-profit company whose charter names a public benefit and whose directors must balance profit, the interests of affected people and that benefit. It can raise capital and pay shareholders like any other corporation.
Is Anthropic a public benefit corporation?
Yes. Anthropic describes itself as a Delaware public benefit corporation, and its Long-Term Benefit Trust holds special stock that lets it elect some of the board's directors.
Is OpenAI a nonprofit or a PBC?
Both. Since the 28 October 2025 recapitalization, the commercial business is OpenAI Group PBC, which is controlled by the nonprofit OpenAI Foundation.
What is the difference between a PBC and a B Corp?
A PBC is a legal status granted under state law, while Certified B Corp is a private certification from B Lab. A company can have either, or both.
Can a public benefit corporation go public?
Yes. Delaware law includes provisions for PBCs with registered securities, and the company keeps its balancing duty after listing.