What actually counts as 'cleaning up' a business before selling it?

"Cleaning up" generally means getting the business into the state a buyer's due diligence will expect to find it in, which covers a fairly specific list: up-to-date corporate records and minute book, financial statements that are accurate and explainable, material contracts and leases that are current, signed, and organized, employee records in order, any intellectual property properly documented, licences and permits current, and a clear picture of any past or pending litigation or tax issues.

The nuance is that cleaning up isn't about making the business look better than it is — it's about removing friction that slows down or derails a deal for reasons that have nothing to do with the business's actual value. An expired contract, a missing corporate resolution, or an unclear employee record doesn't necessarily make the business worth less, but it does give a buyer's lawyers reasons to slow down, ask more questions, or push for a lower price and bigger holdback out of caution rather than genuine risk.

A practical starting point is getting a corporate profile report and certificate of status for your corporation and having a business lawyer review your minute book and key contracts against a due-diligence checklist, well before you're talking to a specific buyer.