Venezuela: A Corporate/M&A Overview

A Jurisdiction in Transition

Venezuela enters 2026 as perhaps the most consequential legal and economic story in Latin America. The removal of Nicolás Maduro from power on 3 January 2026, following a US special operation in Caracas, has set in motion a chain of political, legislative and regulatory events reshaping the country’s investment landscape at a pace without precedent in the region. Few jurisdictions offer more significant upside potential, while also demanding careful navigation of ongoing legal and economic reforms.

Under the interim presidency of Delcy Rodríguez, sworn in on 6 January 2026, Venezuela’s government has opened negotiations with Washington over the country’s political and economic future, appointing new ministers and officials, including a new interim president of the Central Bank, who has publicly projected a positive economic outlook for the second half of 2026. Furthermore, the National Assembly has announced an intense legislative agenda seeking to implement significant and comprehensive reforms. Practitioners advising clients must account for this dual reality: accelerating reforms on one hand, residual institutional fragility on the other.

The US government has been the primary driver of these changes through a three-pronged plan covering (i) stabilisation of the political situation; (ii) economic recovery focused on attracting foreign investment; and (iii) a political transition culminating in free and fair elections. The plan was accompanied by the restoration of bilateral relations, the reopening of the US embassy in Caracas, and the appointment of successive Chargés d’Affaires Laura Dogu and John Barrett. New US Treasury Office of Foreign Assets Control (OFAC) general licences have authorised transactions with the Government of Venezuela, state oil company Petróleos de Venezuela, S.A. (PDVSA), and their entities, in the financial, oil, gas, petrochemicals and electricity sectors, attracting significant investments from Chevron, Shell, Repsol, Eni and BP, among others. These developments, alongside the projected increase in Venezuela’s oil revenues, may bolster Venezuela’s economic growth in the near term.

Economic landscape

Venezuela’s economy bears the scars of one of the most severe contractions in modern Latin American history, from a nominal GDP peak of over USD372 billion in 2012 to approximately USD100 billion by 2025. More than 7.9 million Venezuelans have emigrated, and inflation, despite moderating from the extremes of 2018, has surged again to approximately 650% annually as of March 2026. Venezuela also remains in default on sovereign and PDVSA debt estimated at over USD150 billion, and infrastructure deficits in power, water and transport impose real costs on businesses.

The structural picture, however, is shifting. The IMF projects real GDP growth of 4% for 2026, driven primarily by oil: exports reached approximately 1.2 million barrels per day in April, the highest level since 2018. Increased hard-currency supply, combined with Central Bank reforms, is expected to support gradual disinflation. De facto dollarisation remains the principal anchor for private-sector transactions, with stablecoins playing a growing parallel role. Long-term recovery will nonetheless require sustained progress on legal certainty, financial normalisation and institutional reform.

The sanctions framework

The US sanctions regime remains the single most consequential variable for any cross-border transaction involving Venezuela. All foundational sanctions remain in place, including prohibitions on transactions with the government of Venezuela, PDVSA, and their entities, and the government still counts multiple Specially Designated Nationals (SDNs) among its officials.

The direction, nonetheless, is toward controlled relaxation. By April 2026, OFAC has issued several general licences authorising transactions in the oil, gas, petrochemical and electricity sectors; eased sanctions on the Central Bank of Venezuela and state-owned banks, clearing the path for the normalisation of their relationships with international financial institutions; and delisted Delcy Rodríguez from its SDN list. However, practitioners and their clients must exercise caution: authorisations remain subject to specific conditions and reporting requirements, and further OFAC authorisation may be required in certain cases. Investors must treat this as a dynamic, rapidly evolving compliance landscape.

Legislative reform: hydrocarbons, mining and administrative procedures

The most consequential legislative development of the transition is the partial reform of the Organic Law on Hydrocarbons (LOH), approved on 29 January 2026. The reform authorises private companies to participate directly in upstream activities, expands minority shareholders’ rights in joint ventures, includes arbitration for disputes, and establishes a simplified tax regime, resulting in the most significant opening of the sector to private participation since the Chávez-era nationalisations.

Complementing the hydrocarbons reform, the National Assembly approved a new Organic Mining Law on 9 April 2026, replacing a framework that was nearly three decades old. The law opens extraction of gold and strategic minerals to domestic and foreign private participation, with concessions of up to 30 years and ten-year renewals, arbitration for dispute resolution, a simplified tax regime, and environmental and anti-corruption provisions.

Rounding out the reform agenda, the Organic Law for the Acceleration and Optimisation of Administrative Procedures, approved on 20 March 2026, aims to eliminate bureaucratic friction and digitalise public processes, granting the Presidency broad powers to suspend and suppress administrative requirements, mandating interoperability between public entities, and imposing legal liability on officials for unjustified delays. A meaningful development in a jurisdiction where incorporating a company could take up to six weeks or even more.

The current legislative agenda signals that the pace of reform is unlikely to slow in the near term. Venezuela’s National Assembly is expected to advance further structural reforms during 2026, with tax and labour law widely identified as the next priority areas. Reform efforts are anticipated to focus on simplifying an overly complex and layered tax regime, one that has historically imposed disproportionate compliance costs on businesses and deterred foreign investment, and bringing the country’s labour regime more closely in line with regional standards and the expectations of international investors. These reforms may represent a further consolidation of Venezuela’s pivot toward a private-sector-led growth model.

M&A outlook for 2026

Corporate/M&A activity, historically constrained by capital controls and legal uncertainty, is expected to grow as the transition progresses. Venezuela currently offers some of the region’s most underutilised and undervalued assets, creating attractive opportunities for investors seeking short-term upside. Moreover, many local companies are cash-strapped and undercapitalised, requiring capital injections to remain competitive against incoming international players, making them natural targets for acquisition or partnership. In this environment, agility is as important as caution: investors who move early, carefully structuring their positions within the evolving legal and sanctions framework, stand to reap the best rewards and opportunities.

Looking ahead

Venezuela in 2026 demands strategic optimism, operational caution, and the agility to seize opportunities. The political transition has created a window for reform that, if sustained, could unlock one of Latin America’s most significant untapped markets. The IMF’s restored relations with Venezuela after a seven-year suspension, and resumed talks with the World Bank, signal a degree of institutional normalisation that would have seemed implausible twelve months ago.

Risks nonetheless remain and should not be overlooked. The Rodríguez government retains broad emergency powers, institutional independence remains limited, and the pace of sanctions unwinding will ultimately be determined by geopolitical dynamics rather than purely legal ones. Yet the window is open now, and Venezuela rewards the agile: those who engage thoughtfully, move deliberately, and position themselves ahead of the crowd will be best placed to capture the upside of one of Latin America’s most consequential transitions in a generation.