OpenAI’s plan to remake its corporate structure is now tied to a high-stakes negotiation with Microsoft, its largest outside investor and one of its most important commercial partners.
According to the Financial Times, OpenAI wants to convert its for-profit arm into a Public Benefit Corporation, or PBC, as part of a path toward a possible IPO. Microsoft’s approval is viewed as crucial, and the company is using that leverage to protect what matters most to its own AI strategy: continued access to OpenAI technology.
Why Microsoft’s approval matters
Microsoft has invested more than 13 billion dollars in OpenAI. That makes it OpenAI’s largest outside investor and gives the company a central role in any attempt to reshape the partnership.
The talks focus on updating a 2019 agreement that began when Microsoft made its first $1 billion investment in OpenAI. That agreement covers intellectual property rights, product usage, and revenue sharing. It is set to run through 2030.
For OpenAI, the restructuring is more than an internal governance change. It is connected to the company’s ability to raise more capital and potentially go public. Without a deal with Microsoft, the restructuring could collapse, along with OpenAI’s broader plan to attract additional funding through a new corporate structure.
Sources familiar with the talks say Microsoft is prepared to give up some of its equity in OpenAI’s future PBC. But that concession comes with a condition: Microsoft wants access to new technology even after 2030.
What OpenAI wants to change
OpenAI’s current structure grew out of a model designed to limit investor returns. Back in 2019, OpenAI became the first major AI organization to create a limited partnership with a capped-profit structure. Under that arrangement, investors could receive, at most, 100 times their original investment.
By late 2024, that model had become a constraint on OpenAI’s ability to raise capital. Insiders warned at the time that moving away from non-profit control could "cost billions".
In June 2024, OpenAI announced preliminary plans to turn its for-profit arm into a PBC. The same legal structure is already used by Anthropic and could formally give Microsoft more influence.
In May 2025, OpenAI set out a more specific plan. The new PBC will remain under the control of the original non-profit foundation, but it will drop the capped-profit limit and move to a traditional share structure.
The stated goal is large-scale fundraising for infrastructure. OpenAI wants eventually to raise "hundreds of billions to trillions" of dollars for new data centers.
Investor expectations raise the pressure
The restructuring also affects investors beyond Microsoft. In 2023 alone, OpenAI raised a total of $46.6 billion across two funding rounds. Investors included SoftBank, Thrive Capital, and Altimeter Capital.
Those investors expect to receive equity once OpenAI transitions to a PBC. If the restructuring does not happen, they could demand their money back.
That makes Microsoft’s position especially important. OpenAI needs a structure that can satisfy recent investors, support future fundraising, and preserve the legal and commercial arrangements that underpin its partnership with Microsoft.
The negotiation is therefore not only about how much of OpenAI Microsoft may own. It is also about which company controls access to future AI technology, how revenue and product rights are handled, and whether OpenAI can move into a more conventional investment structure without losing critical support.
A close partnership under strain
Microsoft and OpenAI remain deeply connected. Microsoft provides OpenAI with major computing resources and integrates OpenAI models into Microsoft products.
At the same time, the relationship has become more complicated. OpenAI is increasingly building its own path, including the Stargate project with SoftBank, Oracle, and MGX. That project is designed to help OpenAI reduce its dependence on Microsoft.
Officially, CEO Sam Altman says the Azure partnership remains central. But insiders say the new compute resources will be exclusive to OpenAI, and important questions about funding and governance remain unresolved.
The companies are also moving closer to direct competition. OpenAI is targeting enterprise customers with its own AI products, a market Microsoft is also pursuing.
That overlap helps explain why technology access after 2030 has become such a central issue. Microsoft may be willing to own less of a future OpenAI PBC, but it appears to be placing greater value on the ability to keep using new OpenAI systems inside its own products and services.
What is at stake
The outcome of the negotiations could shape OpenAI’s next phase. A successful agreement would clear a major obstacle to the PBC transition and keep the company’s fundraising and IPO ambitions alive.
A failed agreement would create a very different picture. OpenAI’s restructuring could fall apart, its plans to raise more capital or go public could be disrupted, and investors who expected equity in the new structure could seek their money back.
For Microsoft, the question is how to balance ownership against access. Giving up some equity may be acceptable if the company secures rights to future OpenAI technology after 2030. For OpenAI, the challenge is to gain the flexibility of a traditional share structure while keeping its most important backer aligned.
The negotiation shows how closely AI infrastructure, corporate governance, investor expectations, and product competition are now linked. OpenAI wants a structure built for much larger capital needs. Microsoft wants assurance that its AI future will not be cut off when the current agreement reaches 2030.