GL 49A: The license that allows negotiating without executing — and why it is the most important one for the investor who has not yet entered

GL 49A authorizes something that was previously impossible: negotiating and signing contingent investment contracts in oil, gas, petrochemicals, and electricity without requiring prior OFAC approval. The condition: each contract must include an explicit contingency clause regarding OFAC authorization for execution. It is the deal-making license.

GL 49A does not authorize investment. It authorizes the step prior to investment: negotiation, due diligence, and the signing of agreements that are only executed if OFAC authorizes them. It seems minor. It is not. Before GL 49A, a U.S. company could not legally sit at a negotiation table with PDVSA to discuss an investment contract. It could not send geologists. It could not hire lawyers to evaluate a block. It could not sign an MOU. Each of those activities required a specific OFAC license.

The March 2026 version expanded the scope in two ways. First: it added petrochemicals and electricity to oil and gas, aligning with GL 48A. Second: the definition of "contingent contracts" is extraordinarily broad — it includes executory contracts, pro forma invoices, agreements in principle, offers, MOUs, and "similar agreements." In practice, any pre-contractual document containing an OFAC contingency clause is covered.

The contingency clause is the critical element. OFAC requires the contingency to be express, not implied. A contract that states "subject to obtaining all necessary regulatory approvals" does not qualify. It must specifically state that execution is contingent upon obtaining OFAC authorization. This distinction appears semantic. In a court of law, it is the difference between a valid contract and a sanctions violation. The Spanish translation reduces the risk of Spanish-speaking legal advisors misinterpreting this requirement.