A Summary of Compliance Guidance Written by Law Firms About US Companies Doing Business in Venezuela

Legal Disclaimer: This post is a summary of publicly available legal guidance and is provided for informational purposes only. It does not constitute legal advice of any kind and should not be relied upon as such. The laws, regulations, and executive orders governing U.S.-Venezuela transactions are changing rapidly — in some cases week to week — and any summary of the current state of the law may be outdated by the time you read it. Nothing in this post creates an attorney-client relationship. All companies and individuals considering transactions involving Venezuela should retain qualified legal counsel and conduct their own independent legal review before taking any action. Prior guidance — including guidance relied upon weeks earlier — may have been superseded.

The legal landscape governing U.S.-Venezuela business has shifted dramatically in the past six months. Maduro's removal in January 2026, a rapid sequence of new OFAC general licenses, and Venezuela's domestic hydrocarbons law reform have opened doors that were firmly shut for years. But every major law firm advising in this space is saying the same thing: the sanctions architecture is still in place, the compliance expectations are higher than ever, and companies that move too fast risk serious exposure.

This post consolidates published guidance from leading law firms and regulatory sources into a single reference. It covers the current sanctions framework, what is and is not permitted, the key compliance obligations, and the major areas where legal advisors disagree.

The Baseline: Sanctions Remain in Force

The starting point for any analysis is Executive Order 13884, signed in August 2019, which broadly blocked all property of the Government of Venezuela and prohibited U.S. persons from transacting with it. As Morgan Lewis noted in January 2026, despite Maduro's removal, this foundational blocking order and the sanctions built on top of it remain in effect.¹ The "Government of Venezuela" as defined under EO 13884 is expansive: it includes PdVSA, the Central Bank of Venezuela, any entity owned or controlled by the government, and anyone acting on its behalf. As Cleary Gottlieb has emphasized, this means U.S. persons can be in violation even when dealing with entities that do not appear on the SDN List, if those entities are owned or controlled by the government.²

Since 2015, OFAC has designated more than 150 Venezuelan individuals and entities under various executive orders. The SDN List is the floor, not the ceiling, of the compliance review required.

What Has Changed: The New General Licenses

The pace of regulatory change since January 2026 has been extraordinary. As summarized by Hunton Andrews Kurth, OFAC issued five general licenses in a 15-day window in late January and early February 2026.³ Baker Botts' Venezuela Task Force — widely regarded as having produced the most comprehensive published analysis of the new license structure — has provided detailed guidance on each:⁴

General License 46 / 46A (January 29 and February 10, 2026): Authorizes "established U.S. entities" — defined as entities organized under U.S. law on or before January 29, 2025 — to engage in transactions involving the lifting, exportation, sale, storage, refining, and transportation of Venezuelan-origin oil. Contracts with the Government of Venezuela or PdVSA must be governed by U.S. law and require U.S.-based dispute resolution. Payments to blocked persons must flow into U.S.-controlled Foreign Government Deposit Fund accounts.⁵

General License 47 (February 3, 2026): Authorizes the export, sale, and supply of U.S.-origin diluents to Venezuela, addressing a critical operational need for processing heavy Venezuelan crude. Narrow in scope, with the same payment structure requirements as GL 46.

General License 48 (February 10, 2026): Expands authorized activities in Venezuela's energy sector, including the supply of certain items and services.

General License 49 (February 13, 2026): Authorizes U.S. persons to negotiate and enter into contingent contracts for certain investments in Venezuela's energy sector. As Baker Botts notes, any such contracts must be made expressly contingent upon separate OFAC authorization before any actual performance can begin.⁴

General License 50A (February 18, 2026): Authorizes transactions related to oil or gas sector operations by a specific set of named entities, including BP, Chevron, Eni, Repsol, and Shell.

General License 51 (March 6, 2026): Authorizes certain activities involving Venezuelan-origin gold.

Holland & Knight notes that these licenses were timed in alignment with Venezuela's domestic Hydrocarbons Law reform, passed January 29, 2026, which reversed decades of strict nationalization and opened the oil sector to greater private and foreign participation.⁶

What Remains Prohibited

Despite the new licenses, King & Spalding and multiple other firms are emphatic that broad restrictions remain in place.⁷ GL 46A expressly does not authorize:

- Upstream exploration or production activities, including drilling and oil extraction, absent a specific license

- The unblocking of any blocked property, including PdVSA assets

- Transactions involving blocked vessels

- Transactions involving entities located in, organized under the laws of, or owned or controlled by persons in Russia, Iran, North Korea, or Cuba

- Transactions involving Venezuelan or U.S. entities owned or controlled by or in a joint venture with persons organized in China

- Payment terms that are not "commercially reasonable," including debt swaps or payments in gold or government-issued digital currency (including the Petro)

On the digital currency point: the State Department has maintained since EO 13827 (2018) that OFAC compliance obligations apply equally to transactions denominated in digital currency.⁸ U.S. persons processing transactions via blockchain rails involving the Government of Venezuela or its instrumentalities face the same exposure as those using traditional payment channels.

The FCPA and Anti-Bribery Layer

Sanctions compliance is only one dimension. King & Spalding's recent guidance is the most direct on the FCPA risk: the Cartel de los Soles, designated as a foreign terrorist organization and a Specially Designated Global Terrorist in 2025, is alleged to be embedded within Venezuela's military and government apparatus.⁷ This creates a specific risk that payments for licenses, customs clearances, security arrangements, or local access may be routed to corrupt officials or sanctioned intermediaries.

DOJ's June 2025 FCPA Guidance identified FCPA investigations connected to drug cartels as a current enforcement focus. This is directly relevant for companies operating in Venezuela, where the line between private sector actors and government-connected networks can be difficult to establish.

There is one complicating factor in the FCPA analysis: President Trump paused FCPA enforcement in February 2025. That pause was lifted in June 2025 under new guidelines.⁹ The current enforcement posture is active, though the specific priorities of DOJ under the current administration continue to evolve.

The practical implication for companies is that enhanced third-party due diligence is not optional. King & Spalding recommends updating FCPA and anti-bribery training to reflect FTO designations, implementing enhanced controls where direct value transfers to sanctioned parties cannot be ruled out, and ensuring that on-the-ground management or intermediaries sign acknowledgments of U.S. trade control obligations.⁷

AML and Financial Institution Obligations

For financial institutions, payments companies, and emerging payments firms operating in the Venezuela corridor, the exposure profile is acute. King & Spalding flags Bank Secrecy Act and AML program obligations, enhanced due diligence, and Suspicious Activity Report requirements as particular concerns in what it describes as an "opaque banking sector."⁷

The Anti-Terrorism Act aiding-and-abetting standard — as clarified by the Supreme Court in Twitter v. Taamneh — creates civil liability risk for financial intermediaries who knowingly provide substantial assistance to parties engaged in terrorism, even without specific knowledge of the wrongful act. A recent New York district court decision found that plaintiffs may survive motions to dismiss where a defendant had general awareness that its services had a role in unlawful conduct and where AML and sanctions controls were deficient. The treble-damages exposure under that standard is significant.

For GL 46, OFAC's February 2026 FAQs clarified that financial institutions may rely on customer attestations of GL 46 compliance, so long as they do not have reason to believe otherwise. But this does not eliminate the obligation for risk-based monitoring.³

Major Discrepancies and Points of Disagreement

Law firms are largely aligned on the factual landscape but differ meaningfully on emphasis and risk tolerance:

Speed of re-engagement. Morgan Lewis and Cleary Gottlieb both warn explicitly against jumping the gun — Morgan Lewis notes that the government has historically acted against persons who moved before formal legal changes were in place, even when administration officials signaled support.¹ Paul Hastings' analysis of the GL 41B wind-down period reflects a similar caution.¹⁰ Duane Morris and Hunton, by contrast, frame the new GL 46 framework more affirmatively as creating opportunities, with compliance obligations as a manageable implementation question.³ ¹¹

Scope of the private sector carve-out. Some firms treat the "private sector" / non-government distinction as relatively clean once KYB and beneficial ownership are confirmed. King & Spalding is the most direct in challenging this: given the alleged penetration of Cartel de los Soles into ostensibly private business networks, ownership and control determinations of Venezuelan counterparties raise unresolved questions that standard KYB may not fully address.⁷

FCPA enforcement posture. Firms vary on how much weight to give the February–June 2025 FCPA enforcement pause. The June 2025 guidelines reinstated enforcement with some modifications, but the full implications of those modifications for Venezuela-specific conduct are not yet reflected in enforcement actions or published guidance.⁹

Practical Compliance Steps: Points of Consensus

Despite the disagreements above, major firms are broadly aligned on the following minimum steps for U.S. companies transacting with Venezuelan private sector counterparties:

1. Conduct enhanced KYB on all Venezuelan counterparties, including beneficial ownership verification, to confirm that no government-owned entities or SDN-adjacent parties are involved. Standard commercial KYB is not sufficient given the ownership complexity of Venezuelan private sector entities.

2. Screen all counterparties and their wallets against the SDN List and all applicable sanctions lists before each transaction, with ongoing monitoring for subsequent designations.

3. Document the compliance basis for every transaction, including the specific general license relied upon, screening results, and KYB findings. Morgan Lewis and Hunton both emphasize that the documentation standard under the current general licenses is high.¹ ³

4. Obtain legal counsel review before commencing Venezuelan operations. Given the pace of regulatory change, guidance that was current three months ago may be materially outdated.

5. Implement or update AML controls and ensure SAR obligations are addressed for payments into and out of Venezuela.

FAQ

Can a U.S. company pay a Venezuelan private sector contractor today?

It depends on the nature of the work and the identity of the counterparty. Payments to genuinely private Venezuelan companies for services unconnected to the government, PdVSA, or sanctioned individuals are not per se prohibited. But any payment involving a U.S. person requires confirming that the counterparty is not an SDN, not owned or controlled by the Government of Venezuela, and not an FTO-linked entity. The compliance review required to reach that conclusion is substantial.

Does GL 46 cover services and B2B payments, or just oil exports?

GL 46 and its associated licenses are primarily scoped to oil sector transactions — lifting, exportation, refining, and related logistics. B2B payments for services outside the oil sector are not clearly covered by the new general licenses. Separate analysis is required for each category of transaction.⁴

Do OFAC rules apply to blockchain-based payments?

Yes. EO 13827 and related State Department guidance make clear that OFAC compliance obligations apply regardless of whether a transaction is denominated in traditional currency or digital currency. The payment rail does not change the underlying sanctions analysis.⁸

What is the risk of dealing with a Venezuelan company that turns out to have government ownership?

Significant. EO 13884 blocks the property of entities owned or controlled, directly or indirectly, by the Government of Venezuela. If a counterparty that was screened as private is later found to have government ownership, the U.S. person who transacted with them may have violated sanctions regardless of intent. This is why enhanced KYB — including beneficial ownership verification — is the load-bearing compliance step, not just SDN screening.²

Is the FCPA a live risk for Venezuela transactions?

Yes, particularly for transactions involving payments to third parties, intermediaries, or local agents who may have government connections. The June 2025 DOJ FCPA Guidance reinstated active enforcement and specifically identified cartel-connected FCPA exposure as a focus area. Venezuela's corruption environment and the FTO designations of Cartel de los Soles make this a heightened-risk jurisdiction.⁷

What happens if the sanctions change again?

They have changed multiple times in the past three years, in both directions. The consensus advice from all major firms is to build compliance programs that are modular and can respond quickly to regulatory changes, rather than optimizing for the current moment. Specific license applications should be considered for activities that sit at the edge of existing general license coverage.

Does paying a Venezuelan company in USDT rather than USD change the analysis?

No. OFAC has been clear since 2018 that compliance obligations are the same regardless of whether a transaction uses digital currency or fiat currency. The transaction must be analyzed under the same sanctions framework.⁸

Footnotes

¹ Morgan Lewis, Compliance Landscape in Venezuela Following Nicolás Maduro's Removal from Power, January 8, 2026.

² Cleary Gottlieb, Navigating Venezuela Sanctions: Legal Considerations and Anticipated Developments, January 16, 2026.

³ Hunton Andrews Kurth, US Eases Venezuela Sanctions Through New General Licenses and FAQs, February 2026.

⁴ Baker Botts Venezuela Task Force, various publications, January–February 2026.

⁵ Duane Morris, United States Eases Sanctions Against Venezuela, January 2026.

⁶ Holland & Knight, OFAC Authorizes Certain Venezuelan Oil Sector Activities, February 2026.

⁷ King & Spalding, Venezuela Business Risks and Regulations, 2026.

⁸ U.S. Department of State, Venezuela-Related Sanctions page; EO 13827 (March 19, 2018).

⁹ DOJ FCPA Guidance, June 2025.

¹⁰ Paul Hastings, Venezuela Sanctions: Wind-Down of General License 41, March 2025.

¹¹ Womble Bond Dickinson, Evolving Venezuela Sanctions: 2026 Executive Actions, February 2026.

This post is provided for informational purposes only and does not constitute legal advice. Do not rely on this summary for compliance decisions. Consult qualified legal counsel before taking any action involving Venezuela-related transactions.