OFAC Issues New General License Authorizing Established US Companies to Engage in Trade of Venezuelan Oil and Related Activities

On January 29, 2026, the US Department of the Treasury’s Office of Foreign Assets Control (OFAC) issued a new Venezuela-related General License (No. 46), authorizing established US companies to engage in a broad range of business activities involving Venezuelan oil, subject to certain conditions and limitations. The new license represents a major shift in the US approach to Venezuela sanctions which ordinarily prohibit virtually all dealings involving the Government of Venezuela, PDVSA and its majority owned or controlled affiliates, and opens the door for firms established in the United States on or before January 29, 2025 to engage in commercial activities involving Venezuelan oil. Notably, the license does not cover exploration and production activities and excludes transactions involving certain companies and persons with ties to Iran, North Korea, Cuba, China and Russia.

This Legal Update is the third in a series addressing the rapidly evolving Venezuela-related legal landscape. It follows our earlier Legal Updates on Executive Order 14373, which shields Venezuelan oil revenue held in US Treasury accounts from judicial process, and on Venezuela’s proposed Hydrocarbons Law Amendment, which would introduce sweeping changes to the country’s oil and gas regulatory framework. We will provide a further update upon publication of the final text of the Hydrocarbons Law Amendment in the Venezuelan Official Gazette.

Scope of the New General License

Absent a general or specific license from OFAC, the current US sanctions against Venezuela generally prohibit US companies from engaging in virtually all transactions involving the Government of Venezuela, and its agencies and instrumentalities, including national oil company Petroleos de Venezuela, S.A. (“PDVSA”) and its majority-owned affiliates (“PDVSA Entities”), which are blocked persons. These comprehensive restrictions have been in place since 2019 and have largely precluded US involvement in Venezuela’s oil sector, with certain limited exceptions.

However, the newly issued General License No. 46 significantly changes this landscape. While the Government of Venezuela, PDVSA, and their owned and controlled affiliates continue to be sanctioned persons, General License No. 46 now authorizes US companies to engage in a broad range of commercial activities and transactions involving Venezuelan oil, including all transactions ordinarily incident and necessary to the following:

• Lifting, exportation, re-exportation, sale, resale, supply, storage, marketing, purchase, delivery, or transportation of Venezuelan-origin oil, including the refining of such oil;
• Associated shipping and logistics services, including chartering vessels, provision of marine insurance and protection & indemnity coverage, port services, and other support customary in oil commerce;
• Commercially reasonable payments in the form of swaps of crude oil, diluents, or refined petroleum products.

The authorization is, however, subject to important conditions and reporting requirements, as follows:

• Date of Establishment of US Company: The authorization only applies to US companies established on or before January 29, 2025.
• Governing Law and Dispute Resolution: Any contract for transactions covered under the license with the Government of Venezuela, PDVSA, or PDVSA Entities must be governed by the laws of the United States or any jurisdiction within the United States, and contractual disputes shall be resolved in the United States.
• Payments to Blocked Persons: Any monetary payments to the Government of Venezuela, PDVSA, PDVSA Entities or any other blocked person must be made into accounts of the US Department of the Treasury described in Executive Order 14373 or any other account as instructed by the US Department of the Treasury.
• Reporting Requirements: Parties engaging in transactions involving exports of Venezuelan oil to third countries (i.e., outside of the United States) must report details of the transaction to the US State and Energy Departments 10 days after execution of the first transaction and every 90 days thereafter for ongoing transactions. Required transaction details include parties involved, quantities and values of the transactions, the ultimate destination countries, transaction dates and any taxes, fees or other payments to the Government of Venezuela.

Furthermore, General License No. 46 does not authorize transactions involving any of the following:

• Prohibited Payment Terms: Payment terms that are not commercially reasonable, involve debt swaps or payments in gold, or are denominated in digital currency, digital coin, or digital tokens issued by, for, or on behalf of the Government of Venezuela.
• Parties from Prohibited Countries and Their Affiliates: This includes parties located in or organized under the laws of Russia, Iran, North Korea, or Cuba, as well as their owned or controlled entities and their joint ventures.
• US and Venezuelan Affiliates of Chinese Companies: This includes entities located in or organized under the laws of Venezuela or the United States that are owned or controlled by Chinese companies or their joint ventures.
• Blocked Vessels: This exclusion clearly includes vessels designated in OFAC’s list of Specially Designated Nationals (SDNs) as well as those owned 50% or more by SDNs. While it is not completely clear whether this exclusion is intended to apply to vessels owned 50% or more by the Government of Venezuela, PDVSA and PDVSA Entities, any such vessel would be blocked and therefore would be excluded from the license’s authorization absent OFAC guidance to the contrary.
• Unblocking of Blocked Property: In keeping with OFAC’s customary practice when issuing authorizations, the license does not authorize unblocking of blocked property.

Notably, the license does not authorize exploration and production activities. According to press reports, a White House official confirmed that the new measure keeps sanctions in place on the production of Venezuelan crude but “would help flow existing product,” and that additional announcements on further easing of sanctions would be forthcoming.

Interaction with Other US Authorities

General License No. 46 authorizes transactions otherwise prohibited under the US sanctions against Venezuela administered by OFAC. However, it does not relieve interested parties from complying with other US regulatory requirements, such as the US export controls administered by the Bureau of Industry and Security of the US Department of Commerce, or those requirements of other federal agencies.

Practical Considerations for Companies

In light of this new authorization, legal and compliance teams should consider the following:

• Scope of Authorization. US companies looking to re-engage in Venezuela-related business, should carefully review the specific terms of the new General License to determine whether their contemplated activities fall within its scope.

• Compliance with License Conditions. Interested parties planning to rely on the license should ensure compliance with its conditions, including updating their standard governing law and dispute resolution clauses as needed and ensuring that any payments are consistent with the license’s conditions.
• Excluded Parties. In light of the explicit exclusion of parties with ties to Iran, Cuba, North Korea, Russia, and China, parties planning on relying on the license should conduct any necessary due diligence to understand whether their ownership and control structure or that of their counterparties impacts the application of the license to the contemplated transaction.
• Reporting Systems. Companies engaging in transactions involving third-country exports should establish processes for data collection and timely reporting to the US State Department and the Department of Energy for any third-country exports.
• Continuing Sanctions. Despite the significant easing represented by this General License, foundational US sanctions on Venezuela remain in place. The Government of Venezuela, PdVSA, and numerous Venezuelan individuals and entities continue to be subject to blocking sanctions. Companies should continue robust sanctions compliance procedures, including sanctions screening, and conduct heightened due diligence in connection with any Venezuela-related activities.
• Evolving Regulatory Landscape. The administration has signaled that additional announcements regarding further sanctions easing are forthcoming. Furthermore, previous authorizations have been revoked rapidly in the past based on political conditions. Accordingly, companies evaluating opportunities in Venezuela should monitor developments closely, as the regulatory environment continues to shift rapidly.
• Existing Contractual Commitments. Given the significant sanctions in place against Venezuela during the past several years, market participants, including financial institutions, have at times required their counterparties not to engage in activities and transactions involving Venezuela. Furthermore, financial institutions often require their counterparties not to engage in transactions with blocked parties more generally, even in circumstances where the transaction would not violate any sanctions (e.g., because there is a general license in place). Accordingly, companies contemplating Venezuela-related activities in reliance on the license should ensure that such activities are consistent with their contractual obligations.
• Compliance with Other US Law Requirements: Since the license does not relieve interested parties from compliance with other US regulatory requirements, it is important to coordinate with export control and other regulatory compliance stakeholders or advisors to ensure compliance with any applicable US law requirements.
• Venezuelan Legal Framework: The just-passed Hydrocarbons Law Amendment introduces significant changes to the framework for foreign participation in Venezuela’s oil sector. The Amendment is pending publication in the Venezuelan Official Gazette. Companies should carefully evaluate the Venezuelan legal and regulatory framework, including investment protections and dispute resolution mechanisms, as part of any due diligence process.

Conclusion

The new General License represents a significant expansion of authorized activities related to Venezuelan oil, reflecting the administration’s objective of rapidly increasing Venezuelan oil exports while maintaining strategic control over the sector’s reconstruction. Companies considering entry or expansion in Venezuela should conduct thorough due diligence on both US sanctions compliance and the evolving Venezuelan legal framework, and should be prepared for continued volatility as the policy environment develops.

Mayer Brown is closely monitoring developments and will continue to publish Legal Updates on significant changes. Please contact any of the authors or your usual Mayer Brown contact for further guidance.