What's the difference between a business officer and a beneficial owner (UBO)?
Last updated: September 14, 2026
A business officer is a person filed with the Secretary of State on the business’s registration: a director, manager, member, president, or similar role. Officers are part of the public record and Baselayer returns them for every business.
A beneficial owner (UBO) is a person who ultimately owns or controls the business, directly or through other entities. Beneficial ownership is generally not part of the public record in the US, so it cannot be read from registrations.
The two overlap heavily in practice. For small and mid-sized businesses the people filed at registration are very often the owners, which is why officers are the standard proxy for ownership in public-record verification. They diverge for businesses owned through holding companies, trusts, or investors who are not operating officers.
A registered agent is neither. It is the party designated to receive legal notices on the business’s behalf, often a commercial service, and it is returned separately on each registration.