OFAC's New General License: Advisory Services for a Potential Restructuring of Venezuelan Debt

On May 5, 2026, the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") issued General License No. 58 ("GL 58") under the Venezuela Sanctions Regulations, 31 CFR part 591 (the "VSR"). GL 58 authorizes the provision of legal, financial advisory, and consulting services to the Government of Venezuela in connection with a potential restructuring of its debt.

GL 58 completes the architecture OFAC has been rolling out in 2026. The four licenses issued in March (GL 46B, GL 48A, GL 49A, and GL 52) reopened the sectoral perimeter (see José P. Barnola, Jr., Four New OFAC Licenses: The New Framework for Doing Business with Venezuela). The two April licenses (GL 56 and GL 57) authorized the negotiation of contingent contracts and reopened payment channels (see José P. Barnola, Jr. and Raúl Sancristóbal, Two New OFAC Licenses: Contingent Contracts and Financial Services with Venezuela). GL 58 now opens the professional layer that prepares the ground for an eventual restructuring of Venezuelan sovereign debt.

What GL 58 Authorizes

GL 58 authorizes U.S. persons to provide to the Government of Venezuela (i) legal services; (ii) financial advisory services; and (iii) consulting services, in connection with a potential restructuring of debt.

"Government of Venezuela" has the meaning set forth in section 6(d) of Executive Order 13884: the state and Government of Venezuela; any political subdivision, agency, or instrumentality thereof; any person owned or controlled, directly or indirectly, by the foregoing; and any person acting or purporting to act, directly or indirectly, for or on behalf of the foregoing. The definition reaches ministries, autonomous agencies, state funds, state-owned enterprises, and state-controlled mixed enterprises, including Petróleos de Venezuela, S.A. ("PdVSA") and any entity in which PdVSA owns, directly or indirectly, a 50 percent or greater interest ("PdVSA Entities"), as well as agents or representatives of the Venezuelan government.

Note 2 to paragraph (a) of GL 58 specifies the content: the assessment, development, and preparation of debt restructuring options, proposals, and supporting materials. That scope captures the typical deliverables of preparatory work: diagnostic memoranda, financial models, term sheets, payment-waterfall analyses, legal opinions, and preparatory memoranda.

The line is clear: GL 58 covers preparatory advisory services, not execution. The restructuring itself, the transfer or settlement of the debt and direct negotiation with creditors, still requires a specific license from OFAC.

The Reporting Obligation

Paragraph (c) of GL 58 introduces a new requirement. Any person providing services under GL 58 must furnish a copy of the signed contract, within 10 business days of execution, to:

• [email protected] (Department of State)
• [email protected] (Department of Energy)

The dual-recipient report confirms that GL 58 operates under interagency coordination. Failure to report, or any delay in doing so, breaches the condition and renders the transaction unauthorized under the VSR.

What GL 58 Does Not Authorize

Paragraph (b) of GL 58 sets out six express carve-outs:

1. Restructuring and direct negotiations. GL 58 does not authorize the restructuring, transfer, or settlement of debt, nor direct negotiations between the Government of Venezuela and its creditors regarding such restructuring, transfer, or settlement.
2. Non-commercial payment terms. The license does not cover fees that are not commercially reasonable, debt swaps, payments in gold, or payments denominated in digital currency, digital coin, or digital tokens issued by, for, or on behalf of the Government of Venezuela, including the petro.
3. Settlement agreements and judicial enforcement. GL 58 does not authorize entry into settlement agreements or the enforcement of any lien, judgment, arbitral award, decree, or other order against property blocked under the VSR.
4. Russia, Iran, North Korea, Cuba, and China nexus. GL 58 excludes transactions by persons located in those jurisdictions, as well as entities owned by, controlled by, or in joint ventures with such persons. Due diligence on the ownership chain remains essential.
5. SDN List. GL 58 does not authorize transactions involving any individual or entity on OFAC's Specially Designated Nationals and Blocked Persons List (SDN List), excluding PdVSA, nor with entities in which one or more SDN-listed persons own, directly or indirectly, individually or in the aggregate, a 50 percent or greater interest, other than PdVSA Entities.
6. Unblocking of property. GL 58 does not authorize the unblocking of any property blocked pursuant to 31 CFR Chapter V.

The Strategic Read

The seven licenses issued between March and May do not amount to a lifting of sanctions; they amount to a more sophisticated, layered administration. Washington keeps visibility over, and the ability to shut down, every authorized flow.

For firms with sovereign-debt restructuring experience, GL 58 opens a real window to begin the technical work on Venezuelan debt before a further change in conditions allows the transaction to be executed.

The line between advisory and negotiation is the operational pivot. Drafting a term sheet for the sovereign client is authorized; sitting across from creditors to discuss it is not.

For any firm assessing whether to operate under this framework, the advice is the same: consult specialized counsel before accepting a mandate under GL 58. The authorization is broad, but its scope, its carve-outs, and the reporting obligations are precise, and compliance liability rests entirely on the user. Our Compliance & Sanctions practice advises U.S. and foreign clients on OFAC licensing analysis and transactions within the authorized perimeter.