OFAC Issues General License 52C and Updates FAQ 1245

On September 14, 2026, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) issued General License No. 52C, replacing and superseding GL 52B in its entirety.

Concurrently, OFAC updated Frequently Asked Question (FAQ) 1245 to align official administrative guidance with the new regulatory provisions. While GL 52C maintains the general framework authorizing established U.S. entities to engage in transactions involving Petróleos de Venezuela, S.A. (PdVSA) and its 50% or greater directly or indirectly owned entities (PdVSA Entities), it introduces two principal modifications:

1.          Execution of Contracts by Blocked Individuals

·       Authorization for Official Capacity Execution. OFAC added Paragraph (c) into GL 52C, explicitly authorizing transactions ordinarily incident and necessary to the execution and signing of contracts, agreements, or other transaction documents by individuals blocked under the Venezuela Sanctions Regulations (VSR). 

·       Official Capacity Scope. This authorization applies strictly when blocked individuals act solely in their official capacity as officers, employees, or authorized representatives of PdVSA or PdVSA Entities to effectuate authorized transactions.

·       Administrative Guidance Alignment (FAQ 1245). The updated FAQ 1245 clarifies that blocked officials may execute authorized agreements under these circumstances, establishing an operational exception to general SDN List prohibitions without unblocking the underlying individuals or their personal property.

2.     Exclusion of CITGO Corporate Governance Alterations

·       Prohibition on Governance Alterations. OFAC introduced Paragraph (d.9) in GL 52C, creating an explicit carve-out establishing that the license does not authorize any transaction intended to affect or alter the corporate governance of PDV Holding, Inc., Citgo Holding, Inc., or CITGO Petroleum Corporation. 

·       Specific Management Restrictions. GL 52C explicitly excludes the appointment, removal, or replacement of any director, officer, or corporate governance official within these entities from authorized activities. 

·       Administrative List Update (FAQ 1245). FAQ 1245 was updated to formally list governance changes and equity transfers involving PDV Holding, Citgo Holding, and CITGO Petroleum Corporation as unauthorized activities under the GL 52C framework.

Disclaimer

This report is prepared for informational purposes only and does not constitute legal advice. The interpretation and application of OFAC sanctions regulations are a complex area of U.S. law. Companies are strongly encouraged to consult qualified U.S. sanctions counsel before taking any action in reliance on General License 52C. LEC Abogados is a Venezuelan law firm and does not practice U.S. law or provide advice on OFAC regulations. Information is current as of the date of publication