237. (1) A bank shall at all times have a head office in the province specified in its incorporating instrument or by-laws.

(2) The directors of a bank may change the address of the head office within the province specified in the incorporating instrument or by-laws.

(3) A bank shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.

1991, c. 46, s. 237; 2005, c. 54, s. 49.

238. (1) A bank shall prepare and maintain records containing

(a) its incorporating instrument and the by-laws of the bank and all amendments thereto;

(b) minutes of meetings and resolutions of shareholders;

(c) the information referred to in paragraphs 632(1)(a), (c) and (e) to (h) contained in all returns provided to the Superintendent pursuant to section 632;

(d) particulars of any authorizations, conditions and limitations established by the Superintendent pursuant to section 53 or subsection 54(1) that are from time to time applicable to the bank;

(e) particulars of exceptions granted under section 39, 55 or 231 that are from time to time applicable to the bank; and

(f) particulars from Schedule I or II that are applicable to the bank as they are from time to time amended and published in the Canada Gazette.

(2) In addition to the records described in subsection (1), a bank shall prepare and maintain adequate

(a) corporate accounting records;

(b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and

(c) records showing, for each customer of the bank, on a daily basis, particulars of the transactions between the bank and that customer and the balance owing to or by the bank in respect of that customer.

(3) For the purposes of paragraph (1)(b) and subsection (2),

(a) in the case of a body corporate continued as a bank under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued; and

(b) in the case of a body corporate amalgamated and continued as a bank under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated.

1991, c. 46, s. 238; 1997, c. 15, s. 29(E); 1999, c. 28, s. 16.

239. (1) The records described in section 238 shall be kept at the head office of the bank or at such other place in Canada as the directors think fit.

(2) Where any of the records described in section 238 are not kept at the head office of a bank, the bank shall notify the Superintendent of the place where the records are kept.

(3) Subsection (1) does not apply in respect of records of a branch of the bank outside Canada or in respect of customers of such a branch.

(4) The records described in section 238, other than those described in paragraph 238(2)(c), shall at all reasonable times be open to inspection by the directors.

(5) Shareholders and creditors of a bank and their personal representatives may examine the records referred to in subsection 238(1) during the usual business hours of the bank, and may take extracts therefrom, free of charge, or have copies made thereof on payment of a reasonable fee and, where the bank is a distributing bank within the meaning of subsection 265(1), any other person may, on payment of a reasonable fee, examine such records and take extracts therefrom or copies thereof.

(5.1) A bank may make the information contained in records referred to in subsection 238(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.

(6) Every shareholder of a bank is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank.

1991, c. 46, s. 239; 2001, c. 9, s. 88.

240. (1) A person who is entitled to a basic list of shareholders of a bank (in this section referred to as the “applicant”) may request the bank to furnish the applicant with a basic list within ten days after receipt by the bank of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank shall comply with the request.

(2) A request under subsection (1) must be accompanied by an affidavit containing

(a) the name and address of the applicant,

(b) the name and address for service of the entity, if the applicant is an entity, and

(c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 242,

and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

(3) Every shareholder or creditor of a bank or the personal representative of a shareholder or creditor of a bank is entitled to a basic list of shareholders of the bank, but, if the bank is a distributing bank within the meaning of subsection 265(1), any person is entitled to a basic list of shareholders of the bank on request therefor.

(4) A basic list of shareholders of a bank consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

(a) the names of the shareholders of the bank;

(b) the number of shares owned by each shareholder; and

(c) the address of each shareholder as shown in the records of the bank.

(5) A person requiring a bank to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

(6) A bank or its agent shall provide a supplemental list of shareholders required under subsection (5)

(a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

(b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

241. A person requiring a bank to supply a basic list or a supplemental list of shareholders may also require the bank to include in that list the name and address of any known holder of an option or right to acquire shares of the bank.

242. A list of shareholders obtained under section 240 shall not be used by any person except in connection with

(a) an effort to influence the voting of shareholders of the bank;

(b) an offer to acquire shares of the bank; or

(c) any other matter relating to the affairs of the bank.

243. (1) A register or other record required or authorized by this Act to be prepared and maintained by a bank

(a) may be in a bound or loose-leaf form or in a photographic film form; or

(b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

(2) Registers and records maintained in one form may be converted to any other form.

(3) Notwithstanding section 246, a bank may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

244. A bank and its agents shall take reasonable precautions to

(a) prevent loss or destruction of,

(b) prevent falsification of entries in,

(c) facilitate detection and correction of inaccuracies in, and

(d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Act to be prepared and maintained.

245. (1) Subject to subsection (3), a bank shall maintain and process in Canada any information or data relating to the preparation or maintenance of the records referred to in section 238 or of its central securities register unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the bank from the application of this section.

(2) Subject to subsections (4) and (5), the bank may maintain copies of the records referred to in section 238 or of its central securities register outside Canada and may process outside Canada any information or data relating to those copies.

(3) Subsection (1) does not apply in respect of a branch of the bank outside Canada or in respect of customers of such a branch.

(4) Where a bank, in accordance with subsection (2), maintains outside Canada copies of any records referred to in subsection (1) or further processes information or data relating to those copies outside Canada, the bank shall so inform the Superintendent and provide the Superintendent with a list of those copies maintained outside Canada and a description of the further processing of information or data relating to those copies outside Canada and such other information as the Superintendent may require from time to time.

(5) If the Superintendent is at any time of the opinion that the maintenance outside Canada of any copies referred to in subsection (4), or the further processing of information or data relating to any such copies outside Canada, is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act or the Superintendent is advised by the Minister that, in the opinion of the Minister, such maintenance or further processing is not in the national interest, the Superintendent shall direct the bank to maintain those copies, or to further process information or data relating to those copies, in Canada.

(6) A bank shall forthwith comply with any direction issued under subsection (5).

(7) The Superintendent shall issue guidelines respecting the circumstances under which an exemption referred to in subsection (1) may be available.

1991, c. 46, s. 245; 2001, c. 9, s. 89; 2005, c. 54, s. 52.

246. (1) A bank shall retain

(a) the records of the bank referred to in subsection 238(1);

(b) any record of the bank referred to in paragraph 238(2)(a) or (b); and

(c) the central securities register referred to in subsection 248(1).

(2) A bank shall retain all signature cards and signing authorities or copies thereof relating to any deposit or instrument in respect of which the bank has paid an amount to the Bank of Canada pursuant to section 438 until the Bank of Canada notifies the bank that they need no longer be retained.

(3) Copies of the signature cards and signing authorities referred to in subsection (2) may be kept in any manner or form referred to in paragraphs 243(1)(a) and (b) and any such copies, or prints therefrom, are admissible in evidence in the same manner and to the same extent as the original signature cards and signing authorities.

(4) Nothing in this section affects the operation of any statute of limitation or prescription or relieves the bank from any obligation to the Bank of Canada in respect of any deposit or instrument in respect of which section 438 applies.

247. The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank and the length of time those records, papers and documents are to be retained.

248. (1) A bank shall maintain a central securities register in which it shall record the securities, within the meaning of section 81, issued by it in registered form, showing in respect of each class or series of securities

(a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

(b) the number of securities held by each security holder; and

(c) the date and particulars of the issue and transfer of each security.

(2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by a bank that was in existence immediately prior to the day that subsection comes into force or by a body corporate continued, or amalgamated and continued, as a bank under this Act before the continuance, amalgamation or coming into force of that subsection, as the case may be.

(3) Subsections 239(5) and (5.1) and sections 240 and 242 to 245 apply, with any modifications that the circumstances require, in respect of a central securities register.

1991, c. 46, s. 248; 2001, c. 9, s. 90.

249. A bank may establish as many branch securities registers as it considers necessary.

250. A bank may appoint an agent to maintain its central securities register and each of its branch securities registers.

251. (1) The central securities register of a bank shall be maintained by the bank at its head office or at any other place in Canada designated by the directors of the bank.

(2) A branch securities register of a bank may be kept at any place in or outside Canada designated by the directors of the bank.

252. Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

253. (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established.

(2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank shall also be kept in the central securities register of the bank.

254. A bank, its agent or a trustee within the meaning of section 294 is not required to produce

(a) a cancelled security certificate in registered form or an instrument referred to in subsection 69(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

(b) a cancelled security certificate in bearer form or an instrument referred to in subsection 69(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

(c) an instrument referred to in subsection 69(1) or a like instrument, irrespective of its form, after the date of its expiration.

255. A bank shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the bank.

256. An instrument or agreement executed on behalf of a bank by a director, an officer or an agent of the bank is not invalid merely because a corporate seal is not affixed thereto.

257. to 264. [Repealed, 1997, c. 15, s. 30]

265. (1) In this section and sections 266 to 272,

“affiliate” means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2);

“business combination” means an acquisition of all or substantially all the assets of one body corporate by another body corporate or an amalgamation of two or more bodies corporate;

“call” means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire;

“distributing bank” means a bank, any of the issued securities of which are or were part of a distribution to the public and remain outstanding and are held by more than one person;

“insider” means, except in subsections 271(2) and 272(1),

(a) a director or an officer of a distributing bank,

(b) a distributing bank that purchases or otherwise acquires, except by means of a donation or redemption, shares issued by it or by any of its affiliates, or

(c) a person who beneficially owns more than 10 per cent of the shares of a distributing bank or who exercises control or direction over more than 10 per cent of the votes attached to shares of a distributing bank, excluding shares owned by a securities underwriter under an underwriting agreement while those shares are in the course of a distribution to the public;

“officer”, in relation to a bank, means

(a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or

(b) any natural person who performs functions for the bank similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2;

“put” means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time;

“share” means a voting share and includes

(a) a security currently convertible into a voting share, and

(b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a).

(2) For the purposes of this section and sections 266 to 272, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

(3) For the purposes of this section and sections 266 to 272,

(a) a director or an officer of a body corporate that is an insider of a distributing bank is deemed to be an insider of the distributing bank;

(b) a director or an officer of a body corporate that is a subsidiary of a distributing bank is deemed to be an insider of the distributing bank;

(c) a person is deemed to beneficially own shares beneficially owned by a body corporate controlled directly or indirectly by that person;

(d) a body corporate is deemed to beneficially own shares beneficially owned by its affiliates; and

(e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

(4) For the purposes of this section and sections 266 to 272,

(a) if a body corporate becomes an insider of a distributing bank or enters into a business combination with a distributing bank, or

(b) if a distributing bank becomes an insider of a body corporate,

every director or officer of the body corporate and every shareholder of the body corporate who is a person referred to in paragraph (c) of the definition “insider” in subsection (1) is deemed to have been an insider of the distributing bank for the previous six months or for such shorter period as the director, officer or shareholder was a director, officer or shareholder of the body corporate.

266. (1) An insider shall send to the Superintendent an insider report in prescribed form not later than ten days after the later of

(a) the end of the month in which the person became an insider, and

(b) the end of the month in which regulations prescribing the form of an insider report come into force.

(2) [Repealed, 1997, c. 15, s. 31]

(3) A person who is an insider of a body corporate on the day it is continued as a bank under this Act shall, if the bank is a distributing bank, send to the Superintendent an insider report in prescribed form not later than ten days after

(a) the end of the month in which the body corporate is continued under this Act, or

(b) the end of the month in which regulations prescribing the form of an insider report come into force,

whichever is later.

(4) A person who is deemed to have been an insider under subsection 265(4) shall, not later than ten days after

(a) the end of the month in which the person is deemed to have become an insider, or

(b) the end of the month in which regulations prescribing the form of an insider report come into force,

whichever is later, send to the Superintendent, in prescribed form and for the period in respect of which the person is deemed to have been an insider, the insider report that the person would have been required to send under this section had the person been otherwise an insider for that period.

1991, c. 46, s. 266; 1997, c. 15, s. 31.

267. An insider whose interest in securities of a distributing bank changes from that shown or required to be shown in the last insider report sent or required to be sent by the insider shall, within ten days after the end of the month in which the change takes place, send to the Superintendent an insider report in prescribed form.

267.1 Under prescribed circumstances, an insider is exempt from any of the requirements of section 266 or 267.

1997, c. 15, s. 32.

268. (1) An insider report of a person that includes securities deemed to be beneficially owned by that person is deemed to be an insider report of a body corporate referred to in paragraph 265(3)(c) and the body corporate is not required to send a separate insider report.

(2) An insider report of a body corporate that includes securities deemed to be beneficially owned by the body corporate is deemed to be an insider report of an affiliate referred to in paragraph 265(3)(d) and the affiliate is not required to send a separate insider report.

(3) An insider report of a person that includes securities deemed to be beneficially owned by that person pursuant to paragraph 265(3)(c) or (d) shall disclose separately

(a) the number of securities owned by a body corporate; and

(b) the name of the body corporate.

269. (1) On an application by or on behalf of an insider, the Superintendent may, in writing, on such terms as the Superintendent thinks fit, exempt the insider from any of the requirements of sections 266 to 268, and the exemption may be given retroactive effect.

(2) The Superintendent shall summarize or cause to be summarized in a periodical available to the public the information contained in insider reports sent to the Superintendent under sections 266 to 268 and the particulars of exemptions granted under subsection (1) together with the reasons therefor.

270. (1) An insider shall not knowingly sell, directly or indirectly, a share of the distributing bank or any of its affiliates if the insider does not own or has not fully paid for the share to be sold.

(2) Notwithstanding subsection (1), an insider may sell a share that the insider does not own if the insider owns another share convertible into the share sold or an option or right to acquire the share sold and, within ten days after the sale, the insider

(a) exercises the conversion privilege, option or right and delivers the share so acquired to the purchaser; or

(b) transfers the convertible share, option or right to the purchaser.

(3) An insider shall not, directly or indirectly, buy or sell a call or put in respect of a share of the bank or any of its affiliates.

271. (1) In subsections (2) and 272(1), “insider” means, with respect to a bank,

(a) the bank;

(b) an affiliate of the bank;

(c) a director or an officer of the bank;

(d) a person who beneficially owns more than 10 per cent of the shares of the bank or who exercises control or direction over more than 10 per cent of the votes attached to the shares of the bank;

(e) a person employed or retained by the bank; and

(f) a person who receives specific confidential information from a person described in this section, including a person described in this paragraph, and who has knowledge that the person giving the information is a person described in this section, including a person described in this paragraph.

(2) For the purposes of subsection 272(1),

(a) if a body corporate becomes an insider of a bank or enters into a business combination with a bank, or

(b) if a bank becomes an insider of a body corporate,

every director or officer of the body corporate is deemed to have been an insider of the bank for the previous six months or for such shorter period as the director or officer was a director or officer of the body corporate.

272. (1) An insider who, in connection with a transaction in a security of the bank or any of its affiliates, makes use of any specific confidential information for the insider’s own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security

(a) is liable to compensate any person for any direct loss suffered by that person as a result of the transaction, unless the information was known or in the exercise of reasonable diligence should have been known to that person; and

(b) is accountable to the bank for any direct benefit or advantage received or receivable by the insider as a result of the transaction.

(2) An action to enforce a right created by subsection (1) may not be commenced

(a) after a period of two years after discovery of the facts that gave rise to the cause of action; or

(b) if the transaction was required to be reported under sections 266 to 268, after a period of two years from the time of reporting under those sections.

273. (1) A bank shall not distribute any of its securities and a person shall not distribute any securities of a bank unless a preliminary prospectus and a prospectus in a form substantially as prescribed have been filed with the Superintendent in relation to the distribution and receipts have been received therefor from the Superintendent.

(2) Where there is filed in any jurisdiction a preliminary prospectus, prospectus, short-form prospectus or similar document relating to the distribution of securities in a form substantially as prescribed, a copy of that document may be accepted by the Superintendent under subsection (1).

(3) For the purposes of this section and sections 274 to 282, “distribution” means

(a) a trade by or on behalf of a bank in securities of the bank that have not previously been issued; or

(b) a trade in previously issued securities of a bank from the holdings of any person or group of persons who act in concert and who hold in excess of 10 per cent of the shares of any class of voting shares of the bank.

274. (1) A preliminary prospectus in relation to the distribution of securities shall substantially comply with the requirements of this Act and any regulations made under subsection 275(1) respecting the form and content of a prospectus, except that any report or reports of the auditor or auditors of the bank required by the regulations need not be included.

(2) A preliminary prospectus in relation to the distribution of securities need not include information in respect of the price to the securities underwriter or the offering price of any securities or any other matters dependent on or relating to that price.

275. (1) The Governor in Council may make regulations

(a) respecting the form and content of a preliminary prospectus and a prospectus;

(b) specifying the financial statements, reports and other documents that are to be included with a preliminary prospectus and a prospectus;

(c) respecting, for the purposes of subsection 279(1), the disclosure of material facts in relation to securities to be distributed;

(d) respecting the distribution of a preliminary prospectus and a prospectus to prospective purchasers;

(e) exempting any class of distributions from the application of sections 273, 274 and 276 to 282; and

(f) generally, for carrying out the purposes and provisions of sections 273, 274 and 276 to 282.

(2) Any regulation made under subsection (1) may authorize the Superintendent to permit or require additions to, variations in or omissions from

(a) a preliminary prospectus or prospectus; or

(b) any information, report or document contained or required to be contained in the preliminary prospectus or prospectus or related thereto.

(3) Where a regulation described in subsection (2) has been made, the Superintendent may exercise the authority thereby given in any case where the Superintendent is satisfied that it is necessary to do so owing to the circumstances related to the issue of the securities concerned.

(4) All additions, variations or omissions referred to in subsection (2) shall be made in accordance with the permission or requirement of the Superintendent under that subsection and shall be in accordance with such terms and conditions, if any, as the Superintendent may impose as being necessary to ensure, to the greatest extent possible, a full, true and plain disclosure of all material facts relating to the securities to be distributed.

1991, c. 46, s. 275; 1994, c. 26, s. 5(F); 1999, c. 31, s. 11.

276. (1) On application by a bank or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of sections 273, 274 and 277 to 282 if the Superintendent is satisfied that the bank has filed or is about to file, in compliance with the laws of the relevant jurisdiction, a prospectus relating to the distribution that, in form and content, substantially complies with the requirements of this Act and any regulations made under subsection 275(1).

(2) An order under subsection (1) may contain such conditions or limitations as the Superintendent deems appropriate.

1991, c. 46, s. 276; 1999, c. 31, s. 12.

277. (1) The Superintendent shall issue a receipt for a preliminary prospectus forthwith on its filing with the Superintendent.

(2) A person proposing to distribute securities of a bank to which a preliminary prospectus relates shall maintain a record of all persons to whom a copy of the preliminary prospectus has been sent.

(3) Where it appears to the Superintendent, after providing a reasonable opportunity to the person by whom the preliminary prospectus was filed to make representations, that a preliminary prospectus in respect of which a receipt has been issued under subsection (1) is defective in that it does not substantially comply with the requirements of this Act and the regulations, the receipt may be withdrawn and the person by whom the preliminary prospectus was filed shall forthwith be notified of its withdrawal.

(4) Notice of withdrawal of a receipt under subsection (3) shall forthwith be sent by the person by whom the preliminary prospectus was filed to any persons proposing to take part in the distribution of the securities to which the preliminary prospectus relates and, by the bank and each such person, to each person named on the records maintained in respect of the preliminary prospectus by the bank and each such person.

278. (1) The Superintendent shall issue a receipt for a prospectus forthwith on its filing with the Superintendent unless, after providing a reasonable opportunity to the person by whom the prospectus was filed to make representations, it appears to the Superintendent that

(a) the prospectus or any document required to be filed therewith

(i) fails to substantially comply with any of the requirements of this Act or the regulations, or

(ii) contains a misrepresentation or any statement, promise, estimate or forecast that is misleading, false or deceptive; or

(b) it would not be in the public interest to issue a receipt for the prospectus.

(2) to (4) [Repealed, 1996, c. 6, s. 6]

1991, c. 46, s. 278; 1996, c. 6, s. 6.

279. (1) A prospectus shall provide full, true and plain disclosure of all material facts relating to the securities to be distributed and shall contain or be accompanied by such financial statements, reports or other documents as are required by any regulations made under subsection 275(1).

(2) A prospectus shall include a certificate in prescribed form signed

(a) by the chief executive officer and the chief financial officer of the bank making the distribution or, in the event of the absence or inability to act of either of those officers, any other officer of the bank authorized by the directors to sign in the stead of the officer who is absent or unable to act, and such other persons as are prescribed, and

(b) in the case of an initial distribution of shares of a bank, by each person who is a promoter of the bank,

to the effect that, according to the person’s information, knowledge and belief, the disclosure required by subsection (1) and by any regulations made under subsection 275(1) has been provided.

(3) For the purposes of subsection (2) and section 281, “promoter” means an applicant for letters patent to incorporate a bank or a director named in the application for letters patent, but such an applicant or director is a promoter only for the period of two years following the application.

280. Where a securities underwriter is associated in the distribution of securities of a bank, a prospectus shall include a certificate in prescribed form signed by each securities underwriter who, with respect to the securities offered by the prospectus, is in a contractual relationship with the bank or other distributor of the securities, to the effect that, according to the securities underwriter’s information, knowledge and belief, the disclosure required by subsection 279(1) and by any regulations made under subsection 275(1) has been provided.

281. With the consent of the Superintendent, an agent, duly authorized in writing, of a promoter or a securities underwriter referred to in subsection 279(2) or section 280 may, on behalf of the promoter or securities underwriter, as the circumstances require, sign the certificate referred to in that subsection or section.

282. No person shall distribute a preliminary prospectus or a prospectus in relation to a distribution of securities of a bank except in accordance with any regulations made under subsection 275(1).