Abstract What the firm incentive theory wants to solve is the arrangement of the firm residue claim rights.Economists have more and more clearly recognized:the economic performance of firms is determined by the initiative.and enthusiasm, creativity of firm members to a larger extent.Therefore.How to arouse the enthusiasm of firm members or what kind of institution arrangement can be used to encourage the firm members has become and attractive issue in the modern firm theory. Now there are mainly two kinds of answers to this question:One is that the firm residue claim right,which has been popular for a long time,naturally belongs to the non-human capital owners (investors/stockholders);the other is the points of view, which has become popular gradually in recent years,that argues that the firm residue claim right should belong to entrepreneurs.The common position of these two arguments is that the labors and producers in firm are not important.To us,we have no reason to think that the moder firm incentive theory is perfect.As a matter of fact their conclusions still have a long distance toward the reality confronted us. Firms will not win success if they lacks the enthusiasm and effort of producers The firm residue claim right,as an arrangement of the incentive institution,should not exclude the producers in firms.This is a logical conclusion not only of incentive but also of property rights.Based on the critical assimilation of the present theoretical achievements,this dissertation has made new progresses in the following aspects through the examination toward reality and the rethinking in theory: (1)The productive force theory of human capital forms the hard core of our firm incentive theory of human capitals,which is the logically starting point for all of our theoretical analysis.It is the foundation of the human capital property rights theory. (2)Human capitals are the creators of the firm residues.To acknowledge the human capital property rights is naturally to demand that human capital owners should enjoy the right to own their work achievements. (3)The arrangement of the firm incentive institutions and that of the firm property.rights institutions are not separate.The symmetrical distribution of the residue claim right and the residue creation is the efficient firm incentive institutions. That the human capital owners become the combination of the firm residue claimers, Abstract What the firm incentive theory wants to solve is the arrangement of the firm residue claim rights. Economists have more and more clearly recognized: the economic performance of firms is determined by the initiative. and enthusiasm, creativity of firm members to a larger extent. Therefore, How to arouse the enthusiasm of firm members or what kind of institution arrangement can be used to encourage the firm members has become and attractive issue in the modern firm theory. Now there are mainly two kinds of answers to this question: One is that the firm residue claim right, which has been popular for a long time, naturally belongs to the non-human capital owners (investors/stockholders); the other is the points of view, which has become popular gradually in recent years, that argues that the firm residue claim right should belong to entrepreneurs. The common position of these two arguments is that the labors and producers in firm are not important. To us, we have no reason to think that the modern firm incentive theory is perfect. As a matter of fact, their conclusions still have a long distance toward the reality confronted us. Firms will not win success if they lacks the enthusiasm and effort of producers. The firm residue claim right, as an arrangement of the incentive institution, should not exclude the producers in firms. This is a logical conclusion not only of incentive but also of property rights. Based on the critical assimilation of the present theoretical achievements, this dissertation has made new progresses in the following aspects through the examination toward reality and the rethinking in theory: (1) The productive force theory of human capital forms the hard core of our firm incentive theory of human capitals, which is the logically starting point for all of our theoretical analysis. It is the foundation of the human capital property rights theory. (2) Human capitals are the creators of the firm residues. To acknowledge the human capital property rights is naturally to demand that human capital owners should enjoy the right to own their work achievements. (3) The arrangement of the firm incentive institutions and that of the firm property. rights institutions are not separate. The symmetrical distribution of the residue claim right and the residue creation is the efficient firm incentive institutions. That the human capital owners become the combination of the firm residue claimers