Abstract: Based on the analysis of the theoretical shortcomings of enterprise surplus arrangement, the substitute cost of participant resources was proposed as the key factor determining the residual distribution proportion in orderto resolve the problemthatmarginal contribution and risk, as the standard of determining the residual claims, are difficult to calculate. It was believed that the residual distribution based on the substitute cost not only incarnates equality in residual distribution, but also benefits to the raise of human resource worth and advances the vicissitude and optimization of enterprise institution.