As part of the evolving relationship between the United States and Venezuela, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) continues to issue new measures relaxing elements of sanctions on Venezuela. Since President Nicolás Maduro was removed from office, OFAC has issued 12 general licenses authorizing otherwise prohibited conduct. In the latest set of licenses issued by the agency, OFAC authorizes certain conduct related to the Venezuelan minerals sector, with the Government of Venezuela (GoV) and specified financial institutions, and with the official mission of the GoV to the United States. Although companies considering opportunities in Venezuela may be able to rely on a general license, they will first need to understand the limitations and requirements outlined in each one.
Overview of the Newest OFAC General Licenses
General License 56
The broadest of OFAC’s most recent general licenses is General License (GL) 56, which authorizes all transactions prohibited by Executive Order 13884 that are ordinarily incident and necessary to engaging in the negotiation of contingent contracts with the GoV. Given the broad definition of “Government of Venezuela” under EO 13884, the scope of authorization in GL 56 includes entities that are owned or controlled (directly or indirectly) by the GoV. Importantly, GL 56 explicitly requires the contract with GoV to be contingent on receiving an OFAC license for actual performance of the contract.
GL 56 does not authorize transactions prohibited by other executive orders or other parts of the Venezuela Sanctions Regulations (VSR), such as transactions related to bonds and debts of GoV or Petróleos de Venezuela, S.A. (PdVSA), Venezuela’s state-owned oil and gas company. It also does not authorize dealings with Specially Designated Nationals (SDNs), including entities like PdVSA, who are blocked under EO 13884 as GoV entities but also separately designated as SDNs under EO 13850 (other general licenses like GL 52 authorize dealings with PdVSA).
Unlike several other recent general licenses, GL 56 does not restrict the primary authorization to “established U.S. entities,” e.g., entities organized under the laws of the United States or any U.S. jurisdiction before January 29, 2025. However, it does include the restrictions seen across most of the general licenses OFAC has issued to date: commercially reasonable terms, no transactions with sanctioned countries or parties owned or controlled by Chinese entities, no unblocking property, no dealings in debt, and no dealings with other SDNs.
General Licenses 54 and 55
GLs 54 and 55 authorize activity related to minerals operations in Venezuela. GL 54 authorizes otherwise prohibited transactions that are “ordinarily incident and necessary to the provision from the United States or by a U.S. person of goods, technology, software, or services for the exploration, mining, extraction, processing, refining, or production of minerals, including gold, in Venezuela.”
GL 55 authorizes otherwise prohibited transactions related to negotiation of and entry into contingent contracts for new investment in the minerals sector of Venezuela, including the gold sector. Any such contract must make performance contingent on obtaining an OFAC specific license. New investment in the minerals sector includes new exploration or production activities, expanding existing operations, new joint ventures for the foregoing, and prefatory steps supporting the foregoing (e.g., technical or safety assessments).
Both GL 54 and GL 55 specifically authorize transactions with GoV, CVG Compania General de Mineria de Venezuela CA (Minerven), and entities owned by Minerven. Both general licenses contain the limitations seen across many of the other OFAC general licenses, including GL 56, requiring commercially reasonable terms, prohibiting transactions with sanctioned countries or parties owned or controlled by Chinese entities, prohibiting unblocking property or dealings in debt, and restricting dealings with other SDNs.
GL 54 also requires that contracts with GoV or Minerven entities specify that the laws of the United States or any jurisdiction within the United States govern and that dispute resolutions occur in the United States. GL 54 requires that payment to blocked persons be made to the Foreign Government Deposit Funds or another account as instructed by the Treasury Department. Additionally, GL 54 requires regular reporting of activity undertaken pursuant to the general license. These requirements align with requirements seen in several other general licenses related to Venezuela.
General License 57
GL 57 authorizes all transactions prohibited by the VSR that are ordinarily incident and necessary to the provision, exportation, or reexportation, directly or indirectly, of financial services to, from, or for the benefit of:
- Banco Central de Venezuela; Banco de Venezuela, S.A. Banco Universal (Banco de Venezuela); Banco Digital de los Trabajadores Banco Universal C.A.; Banco del Tesoro, C.A. Banco Universal (Banco del Tesoro)
- Any entity in which one or more of the above persons own, directly or indirectly, individually or in the aggregate, a 50% or greater interest
- Any individual whose property and interests in property are blocked solely pursuant to EO 13884 because that individual meets the definition of GoV, including employees of GoV, but excluding other SDNs
“Financial services” are defined as follows:
Maintaining, operating, or closing of accounts; loans; transfers; transfers of funds; banking services; money transfer services; collection; presentment; promise; order; consignment; the acceptance of deposits; insurance; guarantees; cash withdrawals; check services; Automated Clearing House (ACH) transfers; wire transfers; debit card, prepaid card, Automated Teller Machine transactions, and any other payments as defined under the Uniform Commercial Code Article 3-602; the issuance and use of payment cards and digital wallets; currency exchange; U.S. dollar-denominated banking, payment, and correspondent account services; services in connection with the collection, forwarding, processing, or receipt of funds or remittances; services in connection with the processing or receipt of salary, pension, annuity, payroll, and other employment-related payments or benefits; transfers of funds sent through mobile money, mobile wallets, digital bank accounts, credit cards, debit cards, online payments, or other digital technology; related safety, fraud-prevention, screening, authentication, cybersecurity, and security services and technologies; investments; securities; and commodity futures or options.
GL 57 also authorizes transactions with GoV that are necessary for the activities it covers, but it does not authorize unblocking of property. GL 57 does not contain most of the standard restrictions seen in the other general licenses (as mentioned above for GLs 54–56) and does not require reporting.
General License 53
GL 53 authorizes all transactions prohibited by the VSR related to the provision of goods or services in the United States to official GoV missions to the United States or the permanent missions of GoV to international organizations of the United States. It also authorizes payments for such goods or services so long as they are for the conduct of the missions, personal use of employees of the missions, or persons sharing a dwelling with such an employee (e.g., family). Notably, GL 53 does not allow purchase of items for resale or purchase, sale, financing, or refinancing of real property. As part of GL 53, U.S. financial institutions can operate accounts, process funds transfers, and extend credit to employees of the missions.
Compliance Considerations
With these latest general licenses, more activity in Venezuela is authorized despite the VSR’s sanctions. Nevertheless, organizations pursuing activities in Venezuela should establish robust compliance frameworks that may address the following considerations:
- The transaction’s scope and structure fall squarely within the general license’s authorization and satisfy all applicable conditions.
- Contractual and payment arrangements conform to the parameters established by the relevant general license.
- No sanctioned parties or blocked jurisdictions are party to or benefit from the transaction unless explicitly authorized by the terms of the general license.
- All applicable recordkeeping and reporting requirements are fulfilled.
- Exit strategies are in place to wind down activities promptly if licensing authorizations are modified or withdrawn.
- Consider whether pre-existing financing agreements have covenants that limit the ability of a company to do business with a sanctioned party, even if authorized by a general license.
The sanctions landscape for Venezuela continues to evolve and more general licenses could be forthcoming. Learn more about Fenwick’s trade and national security capabilities.