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U.S. SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549




FORM 40-F

|☐ |  | Registration statement pursuant to Section 12 of the
      Securities Exchange Act of 1934   
|- |  | ---------------------------------------------------------------------------------------------
|  |  | or                                                                                           
|☒ |  | Annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934

|For the fiscal year ended:December 31, 2015 |  | Commission File Number:000-53543
|------------------------------------------- |  | --------------------------------



Ballard Power Systems
Inc. (Exact name of registrant as
specified in its charter)


|Canada                                   | 3620                                              | Not
    Applicable   
|---------------------------------------- | ------------------------------------------------- | ---------------------
|(Province or Other Jurisdiction
      of | (Primary Standard Industrial
      Classification | (I.R.S. Employer     
|Incorporation or
    Organization)       | Code)                                             | Identification
  No.)

9000 Glenlyon ParkwayBurnaby,
BC Canada V5J 5J8(604)
454-0900 (Address and telephone number of
registrants principal executive offices)




CT Corporation System111
8 th AvenueNew York, NY 10011(212)
894-8940 (Name, address (including zip
code) and telephone number (including area code) of agent for service in the
United States)




Securities to be registered pursuant to
Section 12(b) of the Act:

|Title of Each
      Class: | Name of Each
      Exchange On Which Registered:
|-------------------------- | ------------------------------------------------
|Common
    Shares          | NASDAQ Global
      Market                      

Securities registered pursuant to Section
12(g) of the Act:Not applicable

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:Not applicable

For annual reports, indicate by check mark
the information filed with this form:

|☒Annual Information Form | ☒Audited Annual Financial
  Statements
|------------------------ | --------------------------------------

Indicate the number of outstanding shares
of each of the registrants classes of capital or common stock as of the close
of the period covered by the annual report:As
of December 31, 2015, there were 156,837,187 common shares outstanding.

Indicate by check mark whether the
Registrant by filing the information contained in this Form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked,
indicate the filing number assigned to the Registrant in connection with such
Rule. ☐  Yes    ☒  No

Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. ☒  Yes    ☐  No

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit
and post such files).  ☐  Yes    ☐  No


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The Annual Report on Form 40-F shall be
incorporated by reference into or as an exhibit to, as applicable, the following
Registration Statements of the Registrant filed under the Securities Act of
1933: Form S-8 (File No. 333-156553 and 333-161807); and Form F-10 (File No.
333-195606).

DOCUMENTS INCORPORATED BY
REFERENCE

The following documents of Ballard Power
Systems Inc. (the Registrant or the Company) are filed as exhibits to this
Annual Report are hereby incorporated by reference herein:

|● | the Registrants Annual Information
      Form for the year ended December 31, 2015;                                                                                                                                                                
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | the Registrants Audited
      Consolidated Financial Statements of the Company as at and for the years
      ended December 31, 2015 and 2014, including the notes thereto, together
      with the report of the independent auditors thereon; and
|● | the Registrants Managements
      Discussion and Analysis for the year ended December 31,
  2015.                                                                                                                                                 

EXPLANATORY NOTE

The Company is a Canadian issuer eligible
to file its annual report pursuant to Section 13 of the United States Securities
Exchange Act of 1934, as amended (the Exchange Act) on Form 40-F. The Company
is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act and
Rule 405 under the Securities Act of 1933, as amended. Accordingly, the
Companys equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f)
and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is permitted, under a
multi-jurisdictional disclosure system adopted by the United States, to prepare
this annual report on Form 40-F in accordance with Canadian disclosure
requirements, which are different from those of the United States.

The Company prepares its financial
statements in accordance with International Financial Reporting Standards, as
issued by the International Financial Accounting Boards, and they may be subject
to Canadian auditing and auditor independence standards. Accordingly, the
financial statements of the Company incorporated by reference in this report may
not be comparable to financial statements of United States companies.

CAUTIONARY STATEMENT REGARDING
FORWARD LOOKING STATEMENTS

This report contains forward-looking
statements concerning anticipated developments in the operations of the Company
in future periods, planned development activities, the adequacy of the Companys
financial resources and other events or conditions that may occur in the future.
Forward-looking statements are frequently, but not always, identified by words
such as estimate, project, believe, anticipate, intend, expect,
plan, predict, may, should, will and similar expressions, or by
statements that events, conditions or results will, may, could or should
occur or be achieved. Forward-looking statements are statements about the future
and are inherently uncertain, and actual achievements of the Company or other
future events or conditions may differ materially from those reflected in the
forward-looking statements due to a variety of risks, uncertainties and other
factors, including, without limitation, those described in the Annual
Information Form incorporated by reference in this report.

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The Companys forward-looking statements
are based on the beliefs, expectations and opinions of management on the date
the statements are made and the Company assumes no obligation to update such
forward-looking statements in the future. For the reasons set forth above,
investors should not place undue reliance on forward-looking statements.

DISCLOSURE CONTROLS AND PROCEDURES

The required disclosure is included in
Managements Discussion and Analysis, which is incorporated herein by reference
to Exhibit 99.2.

MANAGEMENTS ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING

The required disclosure is included in
Managements Discussion and Analysis, which is incorporated herein by reference
to Exhibit 99.2.

The Registrants independent registered
public accounting firm, KPMG LLP, independently assessed the effectiveness of
the Registrants internal control over financial reporting. KPMG LLPs
attestation is located in the Report of Independent Registered Public Accounting
Firm, which is incorporated herein by reference to Exhibit 99.1.

CHANGES IN INTERNAL CONTROLS OVER
FINANCIAL REPORTING

During the period covered by this Annual
Report, no changes occurred in the Companys internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104
of Regulation BTR that the Company sent during the year ended December 31, 2015
concerning any equity security subject to a blackout period under Rule 101 of
Regulation BTR.

AUDIT COMMITTEE

The Board has a separately designated
standing audit committee (the Audit Committee) established for the purpose of
overseeing the accounting and financial reporting processes of the Company and
audits of the financial statements of the Company in accordance with Section
3(a)(58)(A) of the Exchange Act. As of the date of this Annual Report, the
Companys Audit Committee is comprised of Ian A. Bourne, Douglas P. Hayhurst,
Edwin J. Kilroy, Marty
T. Neese, James Roche, Carol M. Stephenson, David B. Sutcliffe and Ian
Sutcliffe, each of whom the Board has determined is independent under Rule 10A-3
under the Exchange Act. The related required disclosures are included in the
Annual Information Form, under the heading Audit Committee Matters, which is
incorporated herein by reference to Exhibit 99.3. The Registrants Board of
Directors has determined that the Audit Committee has at least one member, Ian
A. Bourne, who qualifies as an independent audit committee financial expert
under applicable securities regulations.

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CODE OF ETHICS

The Registrant has adopted a code of
ethics that applies to all members of its Board of Directors, as well as its
officers and employees. A copy of the code of ethics is posted on the
Registrants Internet website at www.ballard.com, and is available in print to
any person without charge, upon written request to the corporate secretary of
the Registrant. No waivers of the code of ethics have been granted to any
principal officer of the Registrant or any person performing similar functions
during the year ended December 31, 2015.

PRINCIPAL ACCOUNTANT FEES AND
SERVICES

The required disclosure is included in the
Annual Information Form, under the heading Audit Committee Matters, which is
incorporated herein by reference to Exhibit 99.3.

OFF-BALANCE SHEET ARRANGEMENTS

The required disclosure is included under
the heading Off-Balance Sheet Arrangements & Contractual Obligations in
Managements Discussion and Analysis, which is incorporated herein by reference
to Exhibit 99.2. The information pertaining to the Registrants indemnification
arrangements contained in the Annual Information Form, under the heading
Material Contracts, is also incorporated herein by reference to Exhibit 99.3.

CONTRACTUAL
OBLIGATIONS

The required disclosure is included under
the heading Off-Balance Sheet Arrangements & Contractual Obligations in
Managements Discussion and Analysis, which is incorporated herein by reference
to Exhibit 99.2.

NASDAQ CORPORATE
GOVERNANCE

The Registrants common shares are listed
on the NASDAQ Global Market (Nasdaq). Nasdaq Marketplace Rule 5615(a)(3)
permits a foreign private issuer, such as the Registrant, to follow its home
country practice in lieu of most of the requirements of the 5600 Series of the
Nasdaq Marketplace Rules. For a discussion of the significant differences
between our corporate governance practices and those required to be followed by
U.S. domestic issuers under Nasdaqs corporate governance requirements, please
refer to our website at www.ballard.com.

UNDERTAKING

The Company undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant to
Form 40-F; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the
Commission a written consent to service of process on Form F-X. Any change to
the name or address of the Companys agent for service shall be communicated promptly to the Commission by
amendment to the Form F-X referencing the file number of the Company.

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SIGNATURES

Pursuant to the requirements of the
Exchange Act, the Registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereto duly authorized.

|                        | BALLARD POWER SYSTEMS
      INC.                       
|----------------------- | -------------------------------------------------------
|                       
|Date: February 25, 2016 | By: /s/ Tony Guglielmin                                
|                        | Name: Tony Guglielmin                                  
|                        | Title: Vice President and Chief Financial
      Officer

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EXHIBIT INDEX

The following documents are being filed
with the Commission as exhibits to this Annual Report on Form 40-F.

|Exhibit |  | Description                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------
|99.1    |  | Ballard Power Systems Inc.
      Consolidated Financial Statements for the years ended December 31, 2015
      and 2014
|        |  |                                                                                                                        
|99.2    |  | Ballard Power Systems Inc. Managements Discussion and
      Analysis for the year ended December 31, 2015             
|        |  |                                                                                                                        
|99.3    |  | Annual Information Form for
      Ballard Power Systems Inc. dated as of February 25, 2016                             
|        |  |                                                                                                                        
|99.4    |  | Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                         
|        |  |                                                                                                                        
|99.5    |  | Certifications pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002                                         
|        |  |                                                                                                                        
|99.6    |  | Consent of
      KPMG LLP                                                                                              

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