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NEW QUESTION: 1
In 1990, Amber Corp., a closely held corporation, was formed by Adams, Frank, and Berg as
incorporators and stockholders. Adams, Frank, and Berg executed a written voting agreement which
provided that they would vote for each other as directors and officers. In 1994, stock in the corporation
was offered to the public. This resulted in an additional 300 stockholders. After the offering, Adams holds
2 5%, Frank holds 15%, and Berg holds 15% of all issued and outstanding stock. Adams, Frank, and Berg
have been directors and officers of the corporation since the corporation was formed. Regular meetings of
the board of directors and annual stockholders meetings have been held.
For this question refer to the formation of Amber Corp. and the rights and duties of its stockholders,
directors, and officers.
A. Amber Corp. must include its corporate bylaws in the incorporation documents filed with the state.
B. Amber Corp.'s articles of incorporation must include the names of all stockholders.
C. Amber Corp. must be formed under a state's general corporation statute.
Answer: C
Explanation:
Choice "a" is correct. A corporation must be formed by compliance with the state's corporation statute.
Choice "b" is incorrect. The articles need not contain the names of the stockholders.
Choice "c" is incorrect. Bylaws do not have to be in the articles; they are usually adopted at the first
directors' meeting.

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