UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 40-F

£ REGISTRATION STATEMENT PURSUANT TO
SECTION 12 OF THE SECURITIESEXCHANGE
ACT OF 1934

OR

S ANNUAL
REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE
SECURITIESEXCHANGE ACT OF
1934

For the fiscal year ended
      December 31, 2011
    
    Commission File Number
      000-53543


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

Not Applicable(Translation of
Registrants name in English (if applicable))

CANADA(Province or other jurisdiction of incorporation or organization)

3620(Primary Standard Industrial Classification Code Number (if applicable))

Not applicable(I.R.S. Employer Identification Number (if applicable))

9000 Glenlyon
ParkwayBurnaby, British Columbia V5J
5J8(604) 454-0900(Address and telephone number of Registrants principal
executive offices)

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

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

Title of each
      class
    
    Name of each
      exchange on which registeredCommon Shares
    
    NASDAQ Global
    Market


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|Securities registered or to be 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:

S Annual information form
    
    S Audited annual financial
  statements


Indicate the number of outstanding
shares of each of the issuer's classes of capital or common stock as of the
close of the period covered by the annual report.

84,550,524 Common
Shares

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.

YesS
    
    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£


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

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Principal Documents

The following documents that are filed
as exhibits to this annual report are incorporated by reference herein:

- the Companys Annual Information Form
  for the year ended December 31, 2011;
- the Companys Audited Consolidated
  Financial Statements for the years ended December 31, 2011 and 2010; and
- the Companys Management Discussion
  and Analysis for the year ended December 31, 2011.

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.

Audit Committee and Audit Committee
Financial Expert

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

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 was previously filed with
the Securities and Exchange Commission, 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.

Principal Accountant Fees and
Services

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

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Off-Balance Sheet
Arrangements

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

Tabular Disclosure of Contractual
Obligations

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

NASDAQ Corporate
Governance

Pursuant to Rule 5615(a)(3) of the
Nasdaq Stock Market, Inc. Marketplace Rules, the Registrant relies on an
exemption from Rule 5620(c) of the Marketplace Rules, requiring that each
Nasdaq-quoted company have in place a minimum quorum requirement for shareholder
meetings of 33 1/3% of the outstanding shares of the company's voting common
stock. The Company's by-laws currently provide that a quorum is met if holders
of at least 5% of the votes eligible to be cast at a meeting are present or
represented by proxy at a shareholder meeting. At the Company's 2011 Annual
General Meeting of Shareholders, holders of 39.73% of the common shares were
present or represented by proxy at the meeting.

Undertaking

The Registrant 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 Registrant has previously filed
with the Commission an Appointment of Agent for Service of Process and
Undertaking on Form F-X.

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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.

|Registrant: | Ballard Power Systems
      Inc.
|----------- | --------------------------------

|By
      (Signature | /s/ John W. Sheridan                       
|------------------- | -------------------------------------------
|and Title)          |                                            
|                    | John W. Sheridan                           
|                    | President and Chief Executive
      Officer

Date: February 23, 2012

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EXHIBIT LIST

|Exhibit |  | Description                                                                                                       | 
|------- |  | ----------------------------------------------------------------------------------------------------------------- | 
|99.1    |  | Ballard Power Systems Inc. Consolidated Financial
      Statements for the years ended December 31, 2011 and 2010
|        |  |                                                                                                                  
|99.2    |  | Ballard Power Systems Inc. Managements Discussion and
      Analysis for the year ended December 31, 2011       
|        |  |                                                                                                                  
|99.3    |  | Annual Information Form for Ballard Power Systems Inc.
      dated as of February 23, 2012                       
|        |  |                                                                                                                  
|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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