$[$Heart surgery invention$]$ Winston and Noe patented a mechanism that will change open heart surgery forever. They are setting up a business to produce and sell their invention to hospitals and will take advantage of Noe's non$-$U$.$S$.$ citizenship to help with sales in international markets. They hire Lenita, a corporate lawyer, to assist in setting up their business. Winston's largest concern is taxes. Noe, on the other hand, doesn't want to bother keeping corporate minutes and having board meetings as he is too busy. Both are concerned about being sued personally for products liability.

Winston tells Lenita that he prefers to form an S corporation because he does not want to attach $"$LLC$"$ to the name of the company. Lenita responds that the option of an S corporation is not available for their situation. Is she correct?

Yes, because all the owners are not U$.$S$.$ citizens.

Yes, because they do not have the appropriate number of shareholders for an S corporation.

No$,$ because only one owner need be a U$.$S$.$ citizenship for purposes of forming an S corporation.

No$,$ because the owners of an S corporation are not required to be U$.$S$.$ citizens.

Yes, because all the owners are not U$.$S$.$ citizens and they do not have the appropriate number of shareholders for an S corporation.