Abstract: It is pointed out in this paper that the “Hegel-Marx Problem” is the key thread for us to study Marx’s theory of civil society. It mainly means the non-ethical or anti-ethical nature of civil society. Hegel is the one who has firstly analyzed the anti-ethical determination of civil society. He took this as the ultimate problem for modern societies. Under the new historical conditions, Marx has then deepened the connotation of this problem through two steps. Firstly, based on the concrete analysis of the relationship between the state and civil society, he arrived at the judgment that civil society has not any ethical functions at all and that its development is only of the anti-ethical tendencies. Then, through the critical analysis of the power relationship within the sphere of civil society, he developed a new version of the relationship between civil society and modern state within the theoretical paradigm of class domination. Based on this, he has transformed the concept of civil society (bürgerliche Gesellschaft) into the concept of modern bourgeois society. Connected with this, he has developed Hegel’s judgment about the anti-ethical determination of civil society into the judgment about the developmental tendency of modern bourgeois society. Marx argued clearly that the model of “capitalist economy + liberal politics” was necessarily unsustainable. It is also argued in the conclusion part of the paper that we could rethink the relevance of Marx’s theory of civil society from the perspective of this “Hegel-Marx Problem”.