The legal responsibility system of state-owned enterprise managers plays an important role in the restraint mechanism system of state-owned enterprise operation. However, this kind of regulations among the existing legal system looks a little bit rough and inadequate when it comes to the nature, contents, constitution elements, liability principles and investigation procedure of managers’ legal responsibilities. Today, we need to make it clear that managers should take trusted responsibilities during the operation in state-owned enterprise. It is one kind of legal responsibilities caused by the violation of law, administrative regulations, operation agreement signed with state-owned shareholders and enterprise constitutions on the basis of managers’ trustee status. This is helpful to insure currency value and increase in value of state-owned assets, to avoid illegal reduce of state-owned assets as well as the improvement on the operation efficiency of state-owned enterprises.