The framework allowing certain U.S. companies to conduct operations with Petróleos de Venezuela, S.A. (PdVSA) and entities in which PdVSA holds, directly or indirectly, a 50% or greater interest is significantly expanded. This license entirely replaces GL 52B, effective September 14, 2026.
The core element of GL 52C is that it authorizes—subject to express exclusions—all transactions involving PdVSA or PdVSA Entities that would otherwise be prohibited by Executive Orders (E.O.) 13884 and 13850, provided they are carried out by a “U.S.-established entity.” For these purposes, only entities incorporated under the laws of the United States or any of its jurisdictions on or before January 29, 2025, qualify. This cutoff date must be incorporated as an initial eligibility criterion within any compliance procedure.
From a contractual standpoint, the license establishes a particularly relevant condition: any contract entered into with PdVSA or a PdVSA Entity must stipulate that dispute resolution proceedings take place in the United States, the United Kingdom, France, or Singapore. Therefore, contracts subject to GL 52C must be reviewed to ensure that their dispute resolution clause expressly complies with this requirement.
Furthermore, any monetary payment intended for a “blocked person”—with the exception of payments for local taxes, permits, or fees—must be made into the Foreign Government Deposit Funds established pursuant to E.O. 14373, or into another account specifically designated by the U.S. Department of the Treasury. This condition is critical for structuring the financial flows, payment instructions, collection mechanisms, and banking controls associated with the authorized operations.
The authorization also covers transactions with the Government of Venezuela that are necessary to carry out the authorized activities involving PdVSA, likewise subject to restrictions regarding payments to blocked persons. Additionally, it permits officials, employees, or authorized representatives of PdVSA or its entities—even if they are blocked under the VSR—to execute and sign contracts and related documents solely in their official capacity when necessary to conduct the authorized transactions.
Key exclusions and compliance controls
The scope of the authorization does not constitute a general license for any operation linked to Venezuela. GL 52C maintains significant restrictions requiring transactional due diligence and the screening of all relevant parties.
In particular, certain operations related to bonds and debt of the Government of Venezuela or PdVSA remain prohibited; this includes operations covered by E.O. 13835 regarding certain transfers, assignments, or pledges of government equity interests, as well as settlement agreements or the enforcement of liens, judgments, and arbitral awards that seek to affect blocked property.
Likewise—except for the specific authorization regarding signatures by PdVSA officials—transactions with other persons included on the SDN List and with entities subject to OFAC’s “50 Percent Rule” remain excluded. Consequently, the fact that an operation involves PdVSA does not eliminate the obligation to conduct sanctions screening on shareholders, ultimate beneficial owners, intermediaries, suppliers, customers, banks, and other relevant counterparties.
The license also prohibits payment terms that are not commercially reasonable, as well as debt swaps, payments in gold, and payments denominated in digital currencies, coins, or tokens issued by or on behalf of the Government of Venezuela, including the Petro. This makes it advisable to document the commercial reasonableness of prices, payment terms, credit, and any compensation mechanisms used.
Country-of-concern screening requires special attention. GL 52C excludes transactions involving persons located in or organized under the laws of Russia, Iran, North Korea, or Cuba, as well as entities owned or controlled by, or in a joint venture with, such persons. It also excludes transactions with Venezuelan or U.S. entities that are owned or controlled by, or maintain a joint venture with, a person located in or organized under the laws of the People’s Republic of China.
One of the most practically significant aspects of GL 52C is the establishment of a specific transaction reporting obligation when Venezuelan-origin petroleum or petrochemical products are exported, re-exported, sold, resold, or supplied to countries other than the United States.
In such cases, a detailed report must be submitted to the U.S. Department of State and the Department of Energy, identifying the parties involved; products, quantities, values, and dates; the final destination country; and any taxes, fees, or other payments made to the Government of Venezuela.
The initial report must be filed within ten days of the execution of the first transaction, with subsequent reports required every 90 days for as long as such operations continue. From a trade compliance perspective, this makes it advisable to establish a specific mechanism for transaction tracking and record-keeping that captures the necessary information for these reports from the outset.
Practical implications
From a compliance perspective, GL 52C represents a broad authorization for established U.S. entities to conduct operations with PdVSA, but this is conditioned upon controls that should be directly incorporated into the contractual and transactional processes. Before executing a transaction under this license, the following should be verified, at a minimum: (i) the U.S. entity’s eligibility based on its date of incorporation; (ii) identification of PdVSA entities and ownership; (iii) sanctions/SDN/50 Percent Rule screening; (iv) screening for ties to Russia, Iran, North Korea, Cuba, and China in accordance with the license’s specific rules; (v) the contractual dispute resolution clause; (vi) payment structure and destination; and (vii) the commercial reasonableness of payment terms. (viii) vessel screening where applicable; (ix) identification of the ultimate destination; and (x) determination of reporting obligations.
