Business Entity Classification
American law sorts businesses on two independent axes: legal existence (created by STATE entity statute — sole proprietorship, partnership, LLC, corporation) and tax classification (assigned by the FEDERAL Internal Revenue Code plus the check-the-box regulations — disregarded entity, partnership, C corporation, S corporation). The two axes are routinely confused in alternate-law literature: 'C-corp' and 'S-corp' are pure tax labels, while 'corporation' and 'LLC' are legal entities; 'sole proprietor' is the un-entity baseline at the legal level and the default reporting category at the tax level. Neither sole proprietors nor LLCs nor corporations are creatures of the UCC.
May 23, 2026