近几年，在受理企业产权制度改革、资产重组的企业登记中，经常有企业提出要求以全部或部分原企业净资产作为投资组建有限责任公司或股份有限公司。净资产能否作为投资，企业改制工作相关部门如律师事务所、验资机构、国资管理以及登记机关等经常有相反的看法。一种意见认为， In recent years, in accepting the reform of the enterprise property system and the reorganization of assets, enterprises often request that all or part of the original net assets of the enterprise be used as an investment to form a limited liability company or a joint stock limited company. Whether the net assets can be used as an investment or not is often contradictory to the relevant departments such as law firms, capital verification agencies, state-owned assets management and registration authorities of the enterprise restructuring. According to one opinion,