公司法对设立有限责任公司规定了一个最低人数的限制:必须有两名以上的股东。据此,在我国,除国有独资公司外,一人不得设立有限责任公司。但由于有限责任公司所具有的股东仅以其出资额为限承担有限责任的优点,导致实践中披着复数股东成员公司外衣、实则为一人有限责任公司的现象普遍存在,股东间因股权转让、赠与、继承、遗赠等形成一人公司引发的股权纠纷以及其中一股东的股份成为诉讼标的被强制执行时,另一股东行使优先购买权产生的有关问题滋生诉讼上之无谓纷争无数。其中尤以基于股权转让协议转让股权所导致的一人公司为众,由于公司法对国有独资公司外的其他类型的一 Corporations Act set a minimum limit on the establishment of a limited liability company: There must be more than two shareholders. Accordingly, in our country, one person shall not establish a limited liability company except for the wholly state-owned company. However, due to the fact that the limited liability company has the merit of limited liability only by the amount of its capital contribution, it leads to the fact that in practice it is common for a company with multiple shareholders and a one-person limited liability company, Inheritance, bequests and other formed a one-man company triggered equity disputes and one of the shareholders of the shares become the subject of litigation was enforced, the other shareholders to exercise the right of first refusal arising from the issue of litigation endless litigation. Among them, the one-person company that is especially caused by the transfer of equity interest based on the equity transfer agreement becomes public, and since the Company Law is different from other types of sole-proprietorship companies