What is a public benefit corporation (PBC): the legal form Anthropic and OpenAI chose to balance profit and mission
A public benefit corporation is a for-profit company whose charter names a public benefit and whose directors must balance it with shareholders' financial interests and the interests of those affected by the company. Delaware introduced the form in 2013; Anthropic is a Delaware PBC, and OpenAI's operating company became OpenAI Group PBC in October 2025. Korea has no equivalent corporate form
The three lines
- Definition — for-profit, but directors must balance profit, stakeholders and a stated benefit
- Mechanics — benefit in the charter, a report to shareholders at least every two years
- AI — Anthropic (PBC plus trust) and OpenAI (PBC controlled by a foundation)
Key questions
- What is a PBC
- **A for-profit corporation legally required to weigh a stated public benefit.** | | Ordinary corporation | PBC | |---|---|---| | For profit | Yes | Yes | | Can list | Yes | Yes | | Board duty | Shareholder value | Balance of shareholders, stakeholders, benefit | | Benefit in charter | Optional | Required | | Benefit report | None | At least every two years |
- Anthropic vs OpenAI governance
- **Both are Delaware PBCs with different controls.** | | Anthropic | OpenAI | |---|---|---| | Entity | Anthropic PBC | OpenAI Group PBC (Oct 28, 2025) | | Control | Long-Term Benefit Trust gains board seats over time, to a majority | OpenAI Foundation appoints all directors |
- Who can sue a PBC
- **In Delaware, only stockholders holding at least 2% of shares, or for listed companies the lesser of 2% or $2 million in market value, can sue to enforce the balancing duty.**
A public benefit corporation writes "profit, but not only profit" into law. Directors of an ordinary Delaware corporation ultimately serve shareholder value. A PBC's charter names a specific public benefit, and its board must balance shareholders' financial interests, the interests of those materially affected by its conduct, and that benefit.
The form matters in AI because the leading labs adopted it. Anthropic is a Delaware PBC; OpenAI's operating company became OpenAI Group PBC on October 28, 2025. Anthropic's October 18, 2026 pledge of 5% of its shares to a public benefit fund sits on this foundation.
1. How a PBC differs
| Delaware corporation | Delaware PBC | |
|---|---|---|
| Purpose | Profit | Profit plus a named public benefit |
| Board duty | Shareholder-centric | Balance (§365) |
| Charter | No benefit needed | Specific benefit required (§362) |
| Reporting | None | Benefit statement to shareholders at least biennially (§366) |
| Enforcement suits | n/a | Holders of 2%+ (listed: lesser of 2% or $2M) only (§367) |
Delaware created PBCs in 2013 and eased conversions in 2020. The last two rows are both safeguard and limit: accountability runs to shareholders every two years, and users or the public cannot sue.
2. How AI labs use it
| Anthropic | OpenAI | |
|---|---|---|
| Entity | Anthropic PBC | OpenAI Group PBC |
| Since | Founding | October 28, 2025 recapitalization |
| Ultimate control | Long-Term Benefit Trust, five financially disinterested members | OpenAI Foundation (nonprofit) |
| Board | Trust's appointment share grows to a majority on milestones | Foundation appoints and can remove all directors |
| Public stake | Fund 5% plus founder and staff pledges, ~20% | Foundation equity worth over $130B |
PBC law only requires balancing. The real binding force comes from these add-ons.
3. Listing as a PBC
Listed PBCs already exist, including Warby Parker, Lemonade and Allbirds. Prospectuses warn that pursuing the benefit may reduce returns. Setting aside equity before an IPO, as Anthropic is doing, is easier than after.
4. FAQ
| Question | Answer |
|---|---|
| Same as a Korean "public interest corporation"? | No; Korea's 공익법인 are nonprofits that cannot pay dividends |
| Does Korea have PBCs? | No equivalent corporate form; social-enterprise certification does not change board duties |
| Same as B Corp? | No; B Corp is a private certification, PBC is a legal form |
| Does PBC status guarantee safe AI? | No; it requires balancing, leaving judgment to the board |