SEC Form 305B2 is an electronic filing with the Securities and Exchange Commission (SEC) that allows for a designation of a trustee on a delayed basis under the Trust Indenture Act of 1939. A trustee must be named when a company (the registrant) files an automatic shelf registration for the offer and sale of debt securities. If the registrant does not immediately name a trustee, it will submit SEC Form 305B2 along with SEC Form T-1 to register the debt securities. Investment banks serve as trustees.


The Trust Indenture Act of 1939 (the "Act") is a federal law that prohibits bond issues valued over $5 million from being offered for sale without a formal written agreement (an indenture), signed by both the bond issuer and the bondholder, that fully discloses the particulars of the bond issue. The Act also requires that a trustee be appointed for all bond issues so that the rights of bondholders are not compromised. When an issuer plans an offering of debt securities, it files SEC Form T-1 as an exhibit to the registration statement. If the offering is part of a shelf registration, Section 305(b)(2) of the Act allows the issuer to designate the trustee on a delayed basis. If the issuer chooses this option, SEC Form T-1 becomes effective 10 calendar days after filing. At the top of this form is a box to check if it also is an application to the SEC to determine the eligibility of a trustee pursuant to Section 305(b)(2). If that box is checked by the registrant it must also separately file, electronically, SEC Form 305B2.