OFAC's Sham Transaction Guidance and the Expanding Gatekeepers Enforcement: What Compliance Teams Must Know

A New Standard for Sanctions Due Diligence

On 31 March 2026, the Treasury Department's Office of Foreign Assets Control issued new guidance on sham transactions and sanctions evasion that formally raises the bar for corporate due diligence. The guidance confirms what a series of recent enforcement actions has made clear: the long-standing fifty percent rule is a floor, not a ceiling. Institutions and their compliance teams can no longer rely solely on ownership calculations to assess sanctions risk.

The message is unambiguous: where indicators suggest that a transaction involves a designated person or entity, the absence of a clear fifty percent ownership threshold does not provide a safe harbour. OFAC expects institutions to look beyond formal ownership structures to identify the substance of economic relationships.

The Gatekeepers Enforcement Priority

OFAC has intensified its enforcement focus on gatekeepers, the professional service providers such as investment advisors, accountants, attorneys, and trust service providers who facilitate access to the US financial system. The enforcement action against GVA Capital, a private equity fund that accounted for two hundred and fifteen million dollars of the two hundred and sixty-six million dollars in total 2025 enforcement penalties, exemplifies this priority.

The February 2026 settlement with IMG Academy, a Florida educational institution fined for receiving tuition payments from Mexican cartel-related sanctioned parties, illustrates that sanctions risk extends far beyond traditional financial services. OFAC explicitly noted that the case highlights the pervasiveness of sanctions risk across a wide variety of sectors.

Trade-Based Money Laundering and Sanctions Evasion

Trade-based money laundering remains one of the most challenging forms of sanctions evasion to detect. The use of shell companies, fraudulent trade documentation, and complex multi-jurisdictional trade flows enables designated entities to move value across borders while obscuring the true parties to the transaction.

Advanced analytics, including trade flow anomaly detection, counterparty network analysis, and document integrity verification using AI, are becoming essential tools for sanctions compliance teams. The volume and complexity of trade data require technology capabilities that manual review cannot provide.

The Convergence of Sanctions and AML

The new OFAC guidance reinforces the trend toward convergence between sanctions compliance and broader AML/CFT programs. The risk indicators for sham transactions, including unusual corporate structures, jurisdictional complexity, and unexplained changes in ownership, overlap significantly with AML risk factors.

Institutions that maintain separate sanctions and AML compliance silos will increasingly find themselves at a disadvantage. Integrated financial crime risk management, supported by unified data platforms and coordinated investigation processes, enables the holistic risk assessment that both OFAC and FinCEN now expect.

Practical Steps for Compliance Teams

Compliance teams should take several immediate actions in response to the new guidance. First, review screening processes to ensure they identify not only direct matches against sanctions lists but also patterns indicative of sham structures designed to obscure designated parties. Second, enhance customer due diligence procedures to include substantive analysis of beneficial ownership and control, going beyond the formal ownership thresholds. Third, train staff across the organisation, not just compliance, on the expanding scope of sanctions risk and the expectation that all business functions contribute to sanctions compliance.

The institutions that adapt quickly to this elevated enforcement posture will reduce their exposure to penalties while building the kind of risk-intelligent compliance programs that regulators reward with supervisory confidence.

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