国有企业的改革是整个经济体制改革的关键,而建立现代企业制度是国有企业改革的方向。然而在建立现代企业制度的过程中,无论是企业的重组、兼并,还是股份制、购买都存在对国有企业资产估价不足的突出问题。特别是作为无形资产一种特殊形式的商誉,由于它的特性及客观原因,一直未予以充分认识,以至于忽视了对其价值的评估,造成了国有资产价值的不完整。一、商誉及其特征商誉(Good will),是指某个企业由于其所处地理位置的优越,或由于信誉卓著获得了客户的信任或由于 The reform of state-owned enterprises is the key to the reform of the entire economic system, and the establishment of a modern enterprise system is the direction of reform of state-owned enterprises. However, in the process of establishing a modern enterprise system, no matter whether it is the reorganization or merger of companies, or the joint stock system or the purchase, there are outstanding problems in the valuation of the assets of state-owned enterprises. In particular, as a special form of goodwill of intangible assets, due to its characteristics and objective reasons, it has not been fully recognized, so as to neglect the assessment of its value, resulting in the incompleteness of the value of state-owned assets. I. Goodwill and its characteristics Goodwill means that an enterprise has gained the trust of its customers because of its superior geographical position, or because of its credibility.