OFAC Venezuela Investment Guide

Executive memorandum | Prepared as a practical issue-spotting tool for cross-border investment and commercial transactions involving Venezuela.

Executive summary

OFAC’s 2026 Venezuela framework is transaction-specific. Treasury has issued general licenses that may authorize operating transactions, supplies of goods and services, and investment activity in selected sectors. On September 28, 2026, OFAC issued General Licenses 46E, 48D and 49B, superseding GLs 46D, 48C and 49A. The principal substantive change is the addition of specified methanol tariff classifications to the annex defining covered petrochemical products. Separately, General License 52C materially expanded the PDVSA pathway for qualifying established U.S. entities by expressly covering new investment contracts and joint ventures, subject to strict conditions. Each proposed step must still be tested separately: who is acting, with whom, in what sector, what funds or property are involved, and whether the contemplated act is negotiation, signing, funding or performance.

• Oil, gas, petrochemicals and electricity: GLs 46E, 47B, 48D, 49B, 50C and 52C form the principal commercial and investment framework.
• Minerals: GLs 51D, 54C and 55A distinguish trading/supply activity from new investment.
• Telecommunications: GL 61A addresses supply/operational activity; GL 62 addresses contingent investment arrangements.
• Cross-sector state contracting and finance: GLs 56, 57 and 58 are central to government contracting, banking and potential debt restructuring.
• On August 27, 2026, OFAC amended eight Venezuela GLs and issued FAQs 1267-1268. On September 14, 2026, OFAC issued GL 52C and amended FAQ 1245. GL 52C supersedes GL 52B and expressly addresses qualifying new PDVSA investments, joint ventures and contract execution by blocked PDVSA representatives acting solely in their official capacity.
• On September 16, 2026, OFAC issued GL 5Z and amended FAQ 595. GL 5Z supersedes GL 5Y and delays until November 5, 2026 the authorization for certain transactions related to the PDVSA 2020 8.5% Bond and its CITGO Holding share collateral. On September 28, 2026, OFAC issued GLs 46E, 48D and 49B; no other new or amended Venezuela general license was published between September 17 and September 29, 2026.

Important: a general license authorizes only the transactions within its text. It does not remove unrelated prohibitions, unblock property unless expressly stated, or eliminate sanctions screening, export-control compliance and reporting obligations.

1. Core legal matrix

2. Transaction decision matrix

STEP 1 — U.S. nexus
Identify U.S. persons, U.S.-incorporated entities, U.S. dollar clearing, U.S.-origin goods/technology, U.S. banks, insurers or other U.S. touchpoints.

STEP 2 — Counterparty
Screen the direct counterparty, beneficial owners, affiliates, intermediaries, vessels and banks. Apply OFAC’s 50 Percent Rule and check all relevant sanctions lists.

STEP 3 — Sector
Classify the project: oil/gas, minerals, telecommunications, financial services, debt restructuring, or another government-related commercial project.

STEP 4 — Transaction stage
Separate due diligence/negotiation, execution of a contingent contract, funding/closing, operational performance, payment and exit. Different stages may have different authorization.

STEP 5 — License fit
Map each transaction step to the current GL text. Do not rely on a sector label alone.

STEP 6 — Exclusions
Test prohibitions concerning blocked property, restricted debt and securities, excluded countries or persons, vessels, payment recipients, joint-venture ownership, CITGO governance and other Executive Orders.

STEP 7 — Contract architecture
Insert sanctions conditions precedent, representations, termination/suspension rights, payment protections and the required dispute-resolution forum where applicable.

STEP 8 — Reporting & records
Calendar any OFAC reporting obligations and preserve records supporting eligibility and compliance.

3. Due diligence checklist

☐ Identify every contracting party, beneficial owner and ≥50% ownership chain.

☐ Screen parties against SDN and other applicable U.S. sanctions lists; document screening date and results.

☐ Identify Government of Venezuela, PDVSA, Minerven, CANTV/CONATEL or state-owned-enterprise involvement.

☐ Map banks, correspondent banks, payment currency, escrow/deposit arrangements and blocked-property risk.

☐ Identify vessels, shipowners, charterers, insurers and P&I providers for commodity transactions.

☐ Confirm whether the relevant GL is limited to an established U.S. entity, named/annexed entity or other defined class.

☐ Confirm goods/technology origin, export-control classification, applicable product description and HS code under any license annex, and whether separate BIS/export authorization is implicated.

☐ Review debt, securities, liens, receivables and settlement mechanics for separate EO/GL restrictions.

☐ For the PDVSA 2020 8.5% Bond, distinguish bond dealings from enforcement against or transfer of the pledged CITGO Holding shares; confirm the GL 5Z effective date and whether a specific license remains necessary.

☐ Identify Russian, Iranian, North Korean, Cuban, Chinese or other excluded/restricted participation where the applicable GL makes this relevant.

☐ Confirm commercial reasonableness and retain valuation/market evidence for material state-linked transactions.

☐ Determine whether the project involves a new JV/entity, equity contribution, concession, production right or other new investment.

☐ Confirm that each proposed signatory may execute the contract and that the underlying performance is independently authorized. For GL 52C, blocked PDVSA personnel may sign only in their official capacity and only to effect authorized transactions.

☐ Insert required dispute-resolution location in contracts directly with GOV or other covered blocked persons where the GL requires it.

☐ Confirm OFAC notices/reports, deadlines, certifications and record-retention requirements.

☐ Re-check the applicable GL and FAQs immediately before signing and again before closing/performance.

4. Sector playbook

Oil & gas

Begin with GLs 46E, 47B, 48D, 50C and 52C for authorized operations, commodity flows and supply chains. GL 46E covers specified Venezuelan-origin oil and petrochemical-product transactions by established U.S. entities, while GL 48D covers qualifying U.S.-provided goods, technology, software and services for oil, gas, petrochemical and electricity operations. GL 52C also authorizes qualifying established U.S. entities to enter new investment contracts and form new joint ventures or entities in Venezuela for covered oil, gas and petrochemical activity. Test GL 49B when GL 52C eligibility or scope is not satisfied and the project instead requires a contingent-contract pathway.

Minerals

Use GL 51D for covered mineral activity and GL 54C for covered supply/services. Use GL 55A for new investment negotiations and contingent contracts. Do not collapse trading, extraction and investment into one authorization analysis.

Telecommunications

Use GL 61A for covered operational/supply activity and GL 62 for investment-stage negotiations and contingent contracts.

Government projects outside those sectors

Test GL 56 as a negotiation pathway, but separately determine whether contract execution and performance are authorized.

Financial services

Test GL 57 against the precise bank/person and transaction. Review blocked property and payment-chain issues separately.

Debt restructuring

GL 58 supports specified advisory services connected with potential restructuring; do not infer authority to consummate a restructuring or settlement. Separately, GL 5Z addresses only the PDVSA 2020 8.5% Bond and becomes effective on November 5, 2026. Before that date, transactions involving a sale or transfer of the pledged CITGO Holding shares remain prohibited absent specific OFAC authorization. Any restructuring or refinancing proposal may require additional licensing.

5. August 27, 2026 contractual update

OFAC amended GLs 46D, 47B, 48C, 50C, 51C, 52B, 54B and 61A on 27 August 2026. FAQs 1267 and 1268 clarify that certain covered contracts with the Government of Venezuela or other specified blocked persons no longer need a U.S. choice-of-law provision. However, where the applicable GL contains the requirement, dispute-resolution proceedings relating to the contract or its breach must occur in the United States, United Kingdom, France or Singapore. Updated FAQ 1233 further clarifies that this forum requirement applies to the contract governing the transaction with the covered GOV/blocked counterparty, not automatically to every indirect downstream contract.

6. September 14, 2026 – GL 52C update

GL 52C replaced GL 52B in its entirety on September 14, 2026. Subject to its conditions and exclusions, it authorizes transactions prohibited by Executive Orders 13884 or 13850 involving PDVSA or entities in which PDVSA owns at least 50 percent, but only when undertaken by an established U.S. entity organized on or before January 29, 2025.

Authorized scope: OFAC FAQ 1245 confirms that the license covers lifting and trading Venezuelan-origin oil and petroleum products; supplying diluent, goods, services and technology for exploration, development or production; entering new investment contracts; forming new joint ventures or other entities in Venezuela; and related commercial, legal, technical, safety and environmental diligence.

Contract execution: GL 52C expressly permits individuals blocked under the Venezuela Sanctions Regulations to sign transaction documents solely in their official capacity as PDVSA officers, employees or authorized representatives when necessary to affect a transaction authorized by the license. This authority does not unblock those individuals or authorize unrelated dealings with them.

Mandatory controls: Contracts with PDVSA entities must place dispute-resolution proceedings in the United States, United Kingdom, France or Singapore. Payments to blocked persons, other than local taxes, permits or fees, generally must be made into the Foreign Government Deposit Funds or another account instructed by Treasury. Third-country sales of Venezuelan-origin oil or petrochemical products require an initial report within 10 days and reports every 90 days while the transactions continue.

Continuing exclusions: GL 52C does not authorize restricted Venezuelan or PDVSA debt, debt settlements or swaps, enforcement against blocked property, unblocking property, blocked vessels, specified dealings involving Russia, Iran, North Korea, Cuba or certain Chinese-linked entities, or action affecting the governance of PDV Holding, Citgo Holding or CITGO Petroleum. Other U.S. legal requirements, including BIS export controls, continue to apply.

7. September 16, 2026 – GL 5Z update

GL 5Z replaced and superseded GL 5Y in its entirety on September 16, 2026. It concerns only the PDVSA 2020 8.5% Bond and the effect of Executive Order 13835 on transactions involving the CITGO Holding shares pledged as collateral for that bond.

Effective-date limitation: The authorization in GL 5Z becomes effective on November 5, 2026. Until then, no general license is in effect that authorizes bondholders, under subsection 1(a)(iii) of Executive Order 13835, to engage in transactions related to the sale or transfer of the pledged CITGO Holding shares. Such transactions remain prohibited unless specifically authorized by OFAC.

Authorized scope after November 5: Subject to its limitations, GL 5Z authorizes transactions related to, the provision of financing for, and other dealings in the PDVSA 2020 8.5% Bond that would otherwise be prohibited by subsection 1(a)(iii) of Executive Order 13835. It does not authorize transactions otherwise prohibited by the Venezuela Sanctions Regulations or another part of 31 CFR chapter V.

Restructuring and enforcement: OFAC FAQ 595 states that a proposal to restructure or refinance amounts owed to bondholders may require additional licenses, although OFAC indicates a favorable licensing policy toward such an agreement. GL 5Z should not be treated as blanket authority for foreclosure, attachment, execution, a transfer of CITGO ownership, or dealings involving other restricted Venezuelan debt or blocked property.

Practical implication: Any transaction involving the bond, its collateral, settlement discussions or enforcement should identify the precise act and date, applicable court process, parties, property interests and additional sanctions restrictions before reliance on GL 5Z.

8. September 28, 2026 – GLs 46E, 48D and 49B update

OFAC issued GLs 46E, 48D and 49B on September 28, 2026. They replaced and superseded GLs 46D, 48C and 49A, respectively. The operative authorizations, conditions, exclusions and reporting rules remain materially aligned with the superseded versions; the principal substantive change is the expanded annex definition of petrochemical products.

Expanded petrochemical annex: Each amended license adds methanol (methyl alcohol) under HS codes 2905111000, 2905112010, 2905112015, 2905112085 and 9817290200. The annex continues to include listed fertilizers and fertilizer precursor chemicals. Coverage should be tested against the product description and HS code in the current annex, together with all other license conditions.

GL 46E: The license continues to authorize qualifying established U.S. entities to conduct specified transactions involving Venezuelan-origin oil or petrochemical products for importation into the United States. Third-country oil transactions remain subject to the initial 10-day report and recurring 90-day reports. Payment, dispute-forum, excluded-country, blocked-vessel and blocked-property restrictions continue to apply.

GL 48D and GL 49B: GL 48D continues to authorize qualifying supplies of goods, technology, software and services for oil, gas, petrochemical and electricity operations, but not new joint ventures or diluent exports. GL 49B continues to authorize negotiations, due diligence and entry into expressly contingent contracts for new investment in those sectors, including expansion projects and new joint ventures; performance still requires separate OFAC authorization.

Practical implication: Transaction documents, compliance matrices, screening memoranda and legal opinions should cite the current license versions. Methanol-related projects may now fall within the defined petrochemical-product annex, but the amendment does not waive actor eligibility, payment routing, reporting, prohibited-party, blocked-property, vessel, export-control or separate-performance authorization requirements.

9. Red flags requiring enhanced review

• Transaction assumes GL 5Z is effective before November 5, 2026.
• Bond restructuring, refinancing, enforcement or transfer of CITGO collateral proceeds without assessing the need for a specific OFAC license and other applicable prohibitions.
• Transaction relies on an outdated or superseded GL version, including GL 52B after September 14, 2026 or GLs 46D, 48C and 49A after September 28, 2026.
• New JV, equity investment, concession or production right proceeds without confirming that the applicable GL authorizes that transaction, actor and performance stage.
• Payment to a blocked state entity is proposed outside the mechanism permitted by the applicable GL.
• Counterparty ownership cannot be reliably established.
• Restricted third-country person/entity participates in ownership, control, financing, offtake or JV structure.
• Contract lacks the dispute-resolution location required by the applicable GL.
• Business team assumes a contingent contract itself authorizes closing/performance.
• Transaction involves legacy Venezuelan debt, securities, judgments or blocked property.
• Bank refuses payment despite apparent GL coverage—often indicating an unresolved compliance or documentation issue.

Sources

Primary authority: U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Venezuela-Related Sanctions page; OFAC actions dated August 27, September 2, September 14, September 16 and September 28, 2026; Venezuela General Licenses 5Z, 46E, 48D, 49B and 52C; FAQs 595, 1233, 1245, 1267 and 1268; and the current text of each applicable General License. This guide is current through September 29, 2026 and should be revalidated before reliance because OFAC may amend, replace or revoke authorizations without advance notice.

Disclaimer. This document is a compliance guide and not a substitute for transaction-specific U.S. sanctions, export-control, Venezuelan-law, tax, anti-corruption, banking or other regulatory advice.