Environmental pollution governance has the public welfare and externality，there are some constraints in the traditional mode of governance on treatment effect，efficiency，capital and other aspects. However，to replace the traditional mode with the third-party governance mode will raise the efficiency and effect of environmental pollution governance，meanwhile will promote the development of environmental pollution third-party governance market. There are inherent advantages of capital，and national and local policy support in promoting the third-party governance mode of environmental pollution in Shanghai. However，with realizing conditions of the third-party governance those are mutual trust，reciprocity，openness losing，there are also many urgent problems in governance structure and governance mechanism of environmental pollution third-party governance mode in Shanghai. In view of this，combined with the actual situation of Shanghai，it is argued that if the development of environment pollution third-party governance service be promoted，from the start of the stakeholders in the third-party governance，the relationships between governance responsibility in the governance structure should be clarified and various departments should cooperate firstly. Secondly，by improving the environmental standards and emission standards of punishment，and by reducing tax burden of small third-party enterprises，the players participating power of third-party governance mode should be enhanced. Thirdly，the investment and financing mechanisms of third-party governance mode should be innovated，and then a diversified and local financing platform can be set up. Fourthly，third-party pollution governance enterprises should possess self innovation mechanism to improve their governing level and market competitiveness constantly. Fifthly，access threshold of third-party governance enterprises should be strict，and the price mechanism of the third-party governance service mode should be rationalized to avoid vicious market competition and a fair competition market environment of the third-party governance will be created. Finally，it is suggested to perfect supervising mechanisms of the third-party governance mode should be built and the self-regulation system of pollution governance enterprises in the whole society will be formed so as to force pollution responsible subjects improve their pollution treatment level and strengthen the integrity of society.