Venezuelan Investment: Investing Within the Existing U.S. Sanctions Framework

Background

• Following the recent arrest of Venezuela’s former President Nicolás Maduro on January 3, 2026, the Trump administration has stated its intent to rebuild Venezuela’s oil industry and improve the overall economic environment. International investors have taken note, with many evaluating potential economic and business opportunities that could become available as a result.
• The administration has signaled a potential rollback of certain U.S. economic sanctions affecting the country. At this time, however, the Venezuelan government and economy still remain subject to extensive U.S. sanctions and other restrictive economic measures.
• This client alert summarizes key Venezuela-related U.S. economic sanctions measures that parties should keep in mind as they explore potential opportunities in or involving Venezuela.[1]

Existing Sanctions Targeting the Government of Venezuela

• Blocking Government Property. On August 5, 2019, President Donald J. Trump issued Executive Order (“E.O.”) 13884 blocking all property and interests in property of the Government of Venezuela (“GoV”) that are in the United States or in the possession or control of any U.S. person. “Government of Venezuela” is defined broadly to include the state and Government of Venezuela and any of its subdivisions, agencies and instrumentalities—including the Central Bank and Petroleos de Venezuela, S.A. (“PdVSA”)—as well as any person owned or controlled by, or acting for or on behalf of, any of the foregoing. Pursuant to E.O. 13884, U.S. persons are generally prohibited from engaging in transactions with or involving the GoV, its property or interests in property. E.O. 13884 also authorizes the imposition of blocking sanctions on any person the Secretary of the Treasury (the “Secretary”) determines to have provided material support to a person on the Specially Designated Nationals List maintained by the Office of Foreign Assets Control (“OFAC”) whose property and interests in property are blocked pursuant to E.O. 13884.
• Non-Blocking Sanctions Targeting the GoV. E.O. 13884 followed a series of prior sanctions measures that had targeted the GoV but stopped short of full blocking sanctions, including prohibitions on transactions and dealings by U.S. persons or within the United States related to:
  • (i) new debt of PdVSA with maturity greater than 90 days; (ii) new debt of the GoV (other than PdVSA debt) with maturity greater than 30 days; (iii) GoV bonds issued prior to August 24, 2017; and (iv) dividend payments or other distributions of profits to the GoV from any entity owned or controlled directly or indirectly by the GoV; and (v) purchases of securities from the GoV (other than securities qualifying as new debt with the limited tenors noted above) (E.O. 13808, effective August 24, 2017);
  • any digital currency, digital coin, or digital token, that was issued by, for, or on behalf of the GoV on or after January 9, 2018 (E.O. 13827, effective January 9, 2018); and
  • (i) the purchase of debt owed to the GoV; (ii) debt owed to the GoV pledged as collateral after May 21, 2018; and (iii) the sale, transfer, assignment or pledging as collateral by GoV of equity interests in entities owned 50% or more by the GoV (E.O. 13835, effective May 21, 2018).

Sanctions Targeting Specific Activities and Sectors

• Activity-Based Sanctions. In addition to specifically targeting the GoV (broadly defined, as noted above), Venezuela-related sanctions authorities permit the imposition of blocking sanctions on persons determined by the Secretary to have engaged in certain anti-democratic, violent, and/or deceptive or corrupt conduct in relation to Venezuela, as well as persons who provide material support to persons blocked pursuant to these authorities (E.O. 13692; E.O. 13850).
  • OFAC has designated various members of the Maduro regime pursuant to these authorities, including former President Maduro, his wife, and—of particular significance in the current circumstances—Delcy Rodriguez Cruz, who was previously Maduro’s Vice President and is currently serving as acting President of Venezuela. Delcy Rodriguez Cruz remains an SDN today. As such, absent authorization from OFAC, U.S. persons are generally prohibited from engaging in any dealings with or involving the acting President, and non-U.S. persons may risk being designated themselves for doing so.
• Sectoral Sanctions. Venezuela-related sanctions authorities also empower the Secretary to impose blocking sanctions on persons determined to operate in the gold sector of the Venezuelan economy or in any other sector as may be determined by the Secretary (E.O. 13850). Pursuant to this authority, the Secretary has determined that persons operating in the oil, financial, and defense and security sectors of the Venezuelan economy may also be subject to blocking sanctions.
  • In the days leading up to the arrest of former President Maduro, the Trump administration used this authority to increase pressure on Venezuela’s oil sector by designating several entities and vessels on December 11, 2025 and December 31, 2025.

Licensed Activities

• OFAC may issue general licenses (which are public and available to all persons that meet the conditions described in the license) and specific licenses (which are nonpublic and issued on a case-by-case basis only to the specified licensee(s)) authorizing U.S. persons to engage in activities that would otherwise be prohibited by applicable sanctions.
• While OFAC has issued numerous general licenses under the Venezuela sanctions program, the range of permissible commercial activity remains limited. Current Venezuela-related general licenses are narrowly tailored to authorize a limited range of activities relating to, for example, (i) dealings in certain specified GoV and PdVSA debt and equity; (ii) port, airport and flight operations; (iii) telecommunications and internet communications; (iv) emergency and certain other medical services; (v) patents, trademarks, and copyrights; and (vi) non-commercial remittances. Parties seeking to invest or transact in Venezuela or with related parties should carefully consider the potential applicability of any general license on a case-by-case basis.
• Notably, OFAC has declined to extend various previously issued Venezuela-related general licenses and instead allowed them to expire. Of particular note in the current environment:
  • In April 2024, OFAC declined to renew General License 44, which previously authorized transactions related to oil or gas sector operations in Venezuela.
  • In March 2025, OFAC replaced General License 41, which had indefinitely authorized certain transactions related to Chevron Corporation’s joint ventures in Venezuela, with a limited “wind down” general license that authorized only activities “ordinarily incident and necessary to the wind down of transactions previously authorized” and which expired in 45 days.

Looking Ahead

• On Friday, January 9, 2026, President Trump and members of his Administration conducted meetings at the White House with oil executives regarding investment opportunities relating to the rebuilding of Venezuela’s oil infrastructure. The President has also stated that Venezuela will ship tens of millions of barrels of oil to the United States to be further sold at market prices.
• The Department of Energy has stated that “[t]he United States is selectively rolling back sanctions to enable the transport and sale of Venezuelan crude and oil products to global markets,” and Treasury Secretary Scott Bessent has suggested that additional sanctions could be lifted in the near future, stating: “We’re de-sanctioning the oil that’s going to be sold.”
• Reporting indicates that OFAC has already begun rolling back sanctions through licenses: according to public reports, OFAC has granted specific licenses so that commodities trading firms may begin engagement with Venezuela, and separate reporting notes that loaded tankers departed Venezuela Monday evening.  
• Although few details regarding the precise timing and scope of potential relaxations to the existing sanctions framework are available at this time, these reports suggest that the Trump administration will soon generally modify U.S. sanctions targeting Venezuela to promote and enable its vision of restoring Venezuela’s oil market, and will today consider specific licenses to help facilitate investment that is consistent with U.S. policy goals.

Conclusion

At this time, significant U.S. sanctions remain in place covering a wide range of economic activity in or involving Venezuela, and particularly the Venezuelan government and oil sector. U.S. policy with respect to Venezuela is rapidly evolving, however, and the situation is fluid. Any potential economic or business opportunities involving Venezuela should be carefully evaluated for sanctions implications on a case-by-case basis, and parties may wish to consider pursuing specific licenses. S&C is closely tracking developments in this area and is ready to help clients analyze potential investment opportunities and navigate the associated risks.