OFAC Issues General License 52 Authorizing Certain Transactions Involving PdVSA

Overview

On March 18, 2026, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued Venezuela‑related General License 52 (“GL 52”), Authorizing Certain Transactions Involving Petróleos de Venezuela, S.A. (“PdVSA”). GL 52 reflects a continuation of OFAC’s broader shift toward facilitating tightly controlled commercial re‑engagement with Venezuela following recent geopolitical developments. Accompanying the license, OFAC also issued FAQ 1245 and FAQ 1246, which provide important clarification concerning both the scope of the authorized activities and key restrictions that remain in place.

Scope and Conditions of Authorized Activities

GL 52 authorizes all transactions otherwise prohibited by Executive Orders 13884 and 13850 when they involve PdVSA or entities in which PdVSA directly or indirectly holds a fifty % or greater interest, provided they are conducted by an “established U.S. entity.” As noted under previous licenses, an established U.S. entity is defined as an entity organized under U.S. law on or before January 29, 2025. As with recent general licenses in this space, authorization is conditioned on two central requirements:

• first, contracts with PdVSA or PdVSA‑owned entities must specify that U.S. law governs and that any dispute resolution proceedings occur in the United States;
• and second, all monetary payments to blocked persons (other than payments for local taxes, permits, or fees) must be deposited into the Foreign Government Deposit Funds established under Executive Order 14373 or another Treasury‑designated account.

GL 52 also authorizes transactions involving the Government of Venezuela that would otherwise be prohibited under Executive Order 13884 when such transactions are necessary to activities authorized under the license and comply with the same payment‑routing requirements.

FAQ 1245 clarifies the scope of GL 52 by confirming that the authorization includes activities such as the lifting, exportation, sale, resale, supply, storage, marketing, purchase, delivery, and transportation of Venezuelan‑origin oil and petroleum products, together with the provision of diluent, goods, services, and technologies required for exploration, development, or production in the oil, gas, or petrochemical sectors. It further clarifies that GL 52 permits entry into new investment contracts and the formation of new joint ventures related to such activities, and that all ordinarily incident and necessary commercial, legal, technical, safety, and environmental due diligence is included within the scope of the authorization.

GL 52 also establishes a detailed reporting regime for any person exporting or supplying Venezuelan‑origin oil or petrochemical products to destinations other than the United States, requiring the submission of transaction‑level information to both the Department of State and the Department of Energy within ten days of the first relevant transaction and every ninety days thereafter.

Limitations and Prohibitions

Despite its seemingly broad authorizations, GL 52 preserves substantial guardrails. It does not authorize any transaction prohibited by the Venezuela Sanctions Regulations (“VSR”) or associated executive orders, including transactions involving certain Government of Venezuela or PdVSA‑related bonds and other debt under Executive Order 13808 or the transfer, sale, or pledging of PdVSA equity interests under Executive Order 13835. Nor does it authorize the entry into or enforcement of any settlement agreement, lien, judgment, arbitral award, or other judicial process affecting blocked property, maintaining OFAC’s longstanding control over claims involving Venezuelan state‑owned assets. FAQ 1245 clarifies on these prohibitions, emphasizing that the settlement of PdVSA‑related bonds or the transfer of equity interests in entities such as PDV Holding, CITGO Holding, or CITGO Petroleum remains outside the scope of GL 52.

GL 52 also prohibits transactions involving Specially Designated Nationals (other than PdVSA itself) or entities in which such persons own a fifty % or greater interest, and it expressly bars transactions involving individuals or entities located in or organized under the laws of Russia, Iran, North Korea, or Cuba, or those owned or controlled by such persons (a trend across numerous Venezuela licenses recently issued). Additionally, it excludes transactions involving Venezuelan or U.S. entities owned or controlled, directly or indirectly, by persons located in or organized under the laws of the People’s Republic of China. GL 52 also maintains restrictions on payment modalities, prohibiting non‑commercially reasonable payment terms, debt swaps, payments in gold, and payments denominated in any form of digital currency issued by or on behalf of the Government of Venezuela, including the petro. It does not authorize the unblocking of any property or any transaction involving a blocked vessel.

FAQ 1246 underscores that these limitations extend to high‑profile enforcement matters such as the Crystallex International Corp. v. Bolivarian Republic of Venezuela litigation. FAQ 1246 clarifies that GL 52 does not authorize the sale of CITGO‑related shares implicated in that case and that a specific license remains required for any settlement, lien, judgment, or other judicial process involving blocked property.

Key Takeaways

GL 52 represents an expansion of authorized activity for established U.S. entities seeking to develop or increase their participation in Venezuela’s energy sector. It generally offers a clear contract‑based pathway for engaging in upstream, midstream, and related support activities involving PdVSA while imposing strict guardrails on payment routing, counterparties, and transaction structures following the current licensing regime.

We note that reporting obligations for exports to non‑U.S. destinations add a layer of compliance expectations that U.S. entities will need to incorporate into their operational planning. We are happy to assist with any specific inquiries regarding the scope or application of these authorizations as companies assess opportunities under GL 52.

We will also update this blog post in the event of a subsequent amendment to this license.

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