Overview of Venezuela General License 52: Authorizing Certain Transactions Involving Petróleos de Venezuela (PdVSA)

On March 18, 2026, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) issued General License No. 52 (GL 52), FAQ 1245 and FAQ 1246. This license introduces a significant shift by authorizing established U.S. entities to engage in previously prohibited transactions with Petróleos de Venezuela, S.A. (PdVSA) and entities in which PdVSA owns a 50 percent or greater interest (collectively, "PdVSA Entities").

From a regulatory perspective, GL 52 reshapes the sanctions framework by establishing a legal pathway for new investments and the formation of joint ventures or other entities in Venezuela, provided that operators adhere to strict legal, financial, and reporting conditions.

I. Authorized Activities

GL 52 authorizes "established U.S. entities" to engage in transactions prohibited by Executive Orders 13884 and 13850 with PdVSA Entities. The primary authorized activities according to FAQ 1245 include:

• The lifting, exportation, reexportation, sale, resale, supply, storage, marketing, purchase, delivery, or transportation of Venezuelan-origin oil and petroleum products.
• The provision to Venezuela of diluents, goods, services, and technologies necessary for exploration, development, or production activities in the oil, gas, or petrochemical products sectors.
• Entering into new investment contracts for exploration, development, or production activities in the Venezuelan oil, gas, or petroleum products sectors.
• The formation of new joint ventures or other entities in Venezuela related to such activities.
• Transactions ordinarily incident and necessary to these activities, including commercial, legal, technical, safety, and environmental due diligence.

II. Key Requirements and Conditions

To benefit from GL 52, U.S. operators must strictly adhere to the following structural requirements:

• The authorization applies exclusively to "established U.S. entities," defined as any entity organized under U.S. laws or any jurisdiction within the U.S. on or before January 29, 2025.
• Any contract executed with PdVSA or PdVSA Entities must explicitly specify that U.S. law governs the contract and that any dispute resolution must occur within the United States.
• Any monetary payment to a blocked person—excluding local taxes, permits, or fees—must be deposited into the "Foreign Government Deposit Funds" (as specified in E.O. 14373) or another account specifically instructed by the U.S. Department of the Treasury.

III. Prohibitions and Exclusions

GL 52 explicitly note that it does not authorize:

• Transactions related to bonds and debt issued by the Government of Venezuela or PdVSA, or transactions involving equity interests in PdVSA and its subsidiaries.
• Transactions involving the transfer of equity interest in PDV Holding, CITGO Holding, or CITGO Petroleum Corp. Furthermore, as clarified in FAQ 1246, GL 52 does not authorize the sale of CITGO shares subject to the Crystallex case. In fact, a specific license from OFAC is still required for any such execution or settlement.
• Payment terms that are not commercially reasonable, payments in gold, debt swaps, or payments denominated in digital currency, including the petro.
• Any transaction involving a person or entity located in or organized under the laws of Russia, Iran, North Korea, Cuba or China, including joint ventures with such persons.
• Transactions involving other Specially Designated Nationals (SDNs) outside of PdVSA Entities, the unblocking of property, or transactions involving blocked vessels.

IV. Reporting Requirements

Entities exporting, reselling, or supplying Venezuelan-origin oil or petrochemical products to countries other than the United States must comply with strict transparency measures. Detailed reports must be submitted to the Department of State (Sanctions_inbox@state.gov) and the Department of Energy (VZReporting@doe.gov). These reports are due 10 days after the execution of the first transaction and every 90 days thereafter while activities are ongoing.

V. Conclusion

GL 52 provides a strategic window for established U.S. investors and operators to re-engage with Venezuela's hydrocarbon sectors, allowing for new capital injections require for exploration and production activities as well as the formation of new joint ventures and entities.

Disclaimer

This report is prepared for informational purposes only and does not constitute a 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 GL 52. 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.