Continued Shakeup In Venezuela Sanctions: New OFAC Licenses And FAQs Expand Opportunities While Raising Compliance Stakes

A Controlled Opening, Not a Full Reset

U.S. sanctions on Venezuela continue to evolve in measured steps. Since our last alert on this issue, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) has announced a series of new FAQs and general licenses (“GL”) that expand how U.S. companies may engage with Venezuela’s energy and commodities sectors. These actions build on OFAC’s earlier recalibration of sanctions policy and are clearly intended to facilitate limited commercial activity — while preserving significant compliance guardrails.

For companies considering reentry into the Venezuelan market, these developments create real opportunities. At the same time, they make clear that OFAC expects careful planning, disciplined compliance, and early involvement of legal and sanctions advisors. The agency’s guidance repeatedly emphasizes that licensure hinges not just on what companies do, but on how they structure deals, negotiate contracts, and move money.

OFAC Clarifies a Staged Pathway for Oil and Gas Projects

On March 4, 2026, OFAC issued FAQs 1239 through 1244, which collectively explain how companies may rely on General Licenses 48, 49, and 50A to advance oil and gas activity in Venezuela. Read together, the FAQs describe a sequenced framework that allows companies to move from due diligence, to conditional contracting, and ultimately to full project execution — provided they remain within defined boundaries at each stage. At the initial stage, companies may conduct due diligence and preliminary engagement, including evaluating opportunities and negotiating non-binding or in principle terms, without transferring value or exercising operational control. The framework then permits limited, conditional contracting that is expressly contingent on future authorization and does not involve performance or payment. Only at the final stage, once all applicable conditions are satisfied, may companies proceed with authorized operational activities, subject to ongoing restrictions and compliance obligations.

OFAC’s message is unmistakable: sanctions compliance must be built into projects from the beginning, rather than addressed after commercial terms are settled.

Payment Mechanics Are Central to Compliance

FAQ 1239 addresses a threshold issue that underlies many authorized transactions: where payments to blocked Venezuelan counterparties must be sent. OFAC explains that payments authorized under recent licenses — other than certain local taxes, permits, or fees — generally must be deposited into the Foreign Government Deposit Funds established under Executive Order 14373. The Foreign Government Deposit Funds operate as blocked accounts at U.S. financial institutions, in which funds remain Venezuelan government property but are immobilized and subject to OFAC control absent further authorization.

To do so, parties must contact the U.S. Department of State and provide detailed, transaction-level information, including the identities of all parties involved, copies of underlying contracts and invoices, payment amounts and currencies, applicable license authority, and a designated point of contact.

Importantly, OFAC stresses that payment authorization is not automatic. Even where a general license applies, funds may not be transmitted until this process is completed. For many companies, this turns payment logistics into a front end compliance issue rather than a routine closing step.

Technical Guidance That Matters in Practice

OFAC also used the FAQs to resolve narrower, but commercially important, questions. FAQ 1240 clarifies the meaning of “diluent” under General License 47, confirming that it refers to light hydrocarbon liquids — such as condensate, naphtha, or light crude — used to reduce the viscosity of heavy crude oil. This guidance is particularly relevant for companies involved in shipping, blending, storage, or refining Venezuelan crude, where definitional uncertainty had created operational risk.

The Reach — and Limits — of General License 48

FAQ 1241 provides detailed guidance on General License 48, which authorizes U.S. persons to provide goods, technology, software, and services in support of oil and gas exploration, development, and production in Venezuela. OFAC confirms that permitted activity includes insurance, maintenance and repair of oilfield equipment, spare parts, subsurface software, well stimulation materials, and payment processing related to authorized transactions.

At the same time, OFAC reiterates firm limits. GL 48 does not authorize the formation of new joint ventures or Venezuelan entities, nor does it permit transactions involving persons located in or organized under the laws of the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, or the People’s Republic of China, or entities that are directly or indirectly owned or controlled by, or operating in a joint venture with, such persons. OFAC also cautions that some exports may require separate authorization from the U.S. Department of Commerce.

In practical terms, GL 48 is best understood as a license for support and evaluation, not structural expansion.

Full Operations for Annexed Companies Under GL 50A

FAQ 1242 addresses General License 50A, which applies only to the multinational energy companies listed in its annex and their subsidiaries. OFAC confirms that GL 50A authorizes a broad range of activity across the oil and gas value chain, including lifting (physical loading, removal, and transfer of already-extracted oil), transportation, refining, marketing, new investment, expansion of existing operations, joint venture formation, due diligence, and payment processing.

OFAC further confirms that U.S. persons may enter into contracts with GL 50A-elisted companies where those contracts are ordinarily incident and necessary to authorized activity. For annexed companies, GL 50A effectively functions as a comprehensive operating license — subject, of course, to the broader exclusions that remain embedded in the sanctions regime.

A Path Forward for Companies Not on the Annex

Companies not listed under GL 50A are not shut out. FAQ 1243 explains that GLs 48 and 49 operate together to provide a pathway for non-listed companies to advance projects incrementally — that is, to move from due diligence and preliminary planning, to conditional agreements, and ultimately toward authorized operational activity as applicable licensing conditions are satisfied.

Under this approach, companies may rely on GL 49 to negotiate and sign contracts for new investment that are expressly contingent on OFAC approval, while using GL 48 to conduct the technical, operational, and exploratory due diligence needed to evaluate those opportunities.

OFAC emphasizes that, together, these licenses authorize all transactions ordinarily incident and necessary to conduct comprehensive due diligence for prospective oil and gas projects.

License Approval Begins with Contract Drafting

FAQ 1244 underscores perhaps the most important compliance lesson in OFAC’s recent guidance. When reviewing applications for specific licenses to perform contingent contracts executed under GL 49, OFAC will evaluate them case by case, guided by U.S. foreign policy and national security interests.

OFAC highlights common conditions that appear across recent Venezuela-related licenses and that should be considered during negotiations, including restrictions on dealings with Russia, Iran, North Korea, Cuba, or PRC linked persons; requirements that contracts reflect commercially reasonable terms; U.S. governing law and U.S. forum selection; and mandatory routing of royalties or other non tax payments into the Foreign Government Deposit Funds.

The takeaway is clear: licensing success often turns on how contracts are written at the outset.

New Licenses Address Gold and PdVSA Transactions

OFAC initially addressed Venezuelan origin gold earlier in March by issuing General License 51, which permitted limited downstream gold transactions by established U.S. entities under tight controls. That approach was short lived. OFAC quickly replaced GL 51 with General License 51A, signaling a more deliberate effort to define — and confine — permissible mineral-related activity.

GL 51A modestly broadens authorization to cover certain downstream transactions involving Venezuelan origin minerals, including gold, while expressly continuing to bar upstream mining, extraction, or on-the-ground development activity in Venezuela. In practical terms, the revised license reflects OFAC’s intent to allow controlled commercial trade without reopening Venezuela’s mining sector or relaxing oversight of payment flows. The license’s continued emphasis on U.S. law contracts, restricted payment channels, and ongoing reporting underscores that mineral-related activity remains an area of heightened compliance sensitivity rather than a normalized line of business.

OFAC also issued General License 54, which authorizes U.S. persons to provide goods, technology, software, and services directly supporting minerals operations in Venezuela, including maintenance, repair, logistics, and payment processing for mining-related activities. Unlike GL 51A, which focuses on downstream trade in Venezuelan origin minerals, GL 54 addresses operational support for existing minerals activity, while continuing to bar new joint ventures, upstream expansion, and transactions involving restricted jurisdictions, blocked vessels, or non-commercial payment structures. Read together, GL 51A and GL 54 indicate that OFAC is willing to allow limited minerals sector activity to continue and stabilize — but only under closely controlled conditions that restrict new investment and preserve tight oversight of counterparties and cash flows.

OFAC also issued General License 55, which authorizes U.S. persons to negotiate and enter into contingent contracts for new investment in Venezuela’s minerals sector, including gold, provided that any performance under those agreements remains expressly contingent on future OFAC authorization. GL 55 permits companies to take meaningful preparatory steps — including due diligence, bidding, and structuring proposed investments or joint ventures — while continuing to prohibit actual project execution absent a separate license. In effect, the license allows parties to position themselves for potential entry into Venezuela’s minerals sector without yet committing capital or commencing operations, while still excluding transactions involving restricted jurisdictions, blocked vessels, or the unblocking of property. This approach mirrors OFAC’s broader sanctions strategy: allowing forward looking commercial planning while retaining full control over whether and when investment activity may proceed.

On March 18, 2026, OFAC issued General License 52, expanding authorization for transactions involving PdVSA and its majority‑owned subsidiaries by established U.S. entities. For a more detailed discussion of the scope, conditions, and exclusions of GL 52, see our prior published alert. GL 52 covers lifting (physical loading, removal, and transfer of already-extracted oil), export, sale, transportation, storage, and refining of Venezuelan‑origin oil and petrochemical products, subject to strict conditions. Like other recent licenses, it requires U.S. governing law and dispute resolution, mandates payment routing through the Foreign Government Deposit Funds, and preserves exclusions for debt and equity transactions, non‑commercial payments, blocked persons, and blocked vessels.

OFAC also clarified in FAQ 1247 that non-U.S. persons generally do not face U.S. sanctions exposure for participating in transactions authorized under General Licenses 46B, 51A, and 52, provided they comply with the licenses’ conditions. OFAC cautioned, however, that non-U.S. persons who operate outside those conditions may be designated by OFAC as blocked persons and added to the SDN List, including on the basis that they provided material support to a blocked person or engaged in unauthorized activity in Venezuela’s oil or gold sectors.

Subsequent FAQs confirmed OFAC’s broad reading of GL 52, while also making clear that the license does not permit the sale of CITGO shares involved in ongoing enforcement litigation. Any such sale or settlement continues to require a specific license.

Administrative Relief for Official Missions

Finally, on March 24, 2026, OFAC issued General License 53, authorizing certain transactions involving official missions of the Government of Venezuela in the United States. GL 53 allows the provision of goods and services necessary for mission operations and personal use by mission personnel, as well as related financial services, ensuring continued diplomatic functionality despite broader sanctions.

What This Means for Companies

Taken together, these actions confirm that the U.S. government is encouraging structured engagement rather than greenlighting a wholesale relaxation of sanctions. OFAC has expanded what is possible, but it has also made clear that it will closely scrutinize how transactions are planned and executed. Contract terms, counterparties, payment methods, and reporting practices all remain central to compliance.

For many companies, the greatest risk now lies not in operating openly, but in moving forward without fully integrating sanctions considerations into commercial planning.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.