UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 40-F

|o | **REGISTRATION STATEMENT
      PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934**
|- | ----------------------------------------------------------------------------------------------------
|  |                                                                                                     
|  | OR                                                                                                  
|  |                                                                                                     
|x | ANNUAL REPORT PURSUANT TO SECTION 13(A)
      OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934       

|For the fiscal year ended
      December 31, 2012 | 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 System 
111 8thAvenue
New 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:

xAnnual information form
    
    xAudited
      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.

91,801,477 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.

Yesx
    Noo


Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site,
if any, everyInteractive 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.)

Yeso
    Noo


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.
333-180579).

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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 and are incorporated by reference herein:

- the Registrant’s Annual Information Form for the
  year ended December 31, 2012;
- the Registrant’s
  Audited Consolidated Financial Statements for the years ended December 31,
  2012 and 2011; and
- the Registrant’s Management Discussion and
  Analysis for the year ended December 31, 2012.

Explanatory Note

The Company is a Canadian issuer
eligible to file its annual report pursuant to Section 13 of the United States
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.
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.

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.

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.

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Identification of the Audit Committee
and Audit Committee Financial Expert

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. The Audit Committee has at
least one member, Ian A. Bourne, who qualifies as an audit committee financial
expert under applicable securities regulations.

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 “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.

Tabular Disclosure of Contractual
Obligations

The following table lists, as of
December 31, 2012, information with respect to our contractual obligations
(dollar amounts are expressed in thousands of U.S. dollars):

Payments due by period,Less thanContractual Obligations
    
    Total
    
    one year
    
    1-3 years
    
    3-5 years
    
    After 5 yearsOperating leases
    
    $
    21,574
    
    $
    2,520
    
    $
    5,327
    
    $
    5,499
    
    $
    8,228Capital leases
    
    
    20,437
    
    
    1,924
    
    
    4,063
    
    
    3,315
    
    
    11,135Purchase
    obligations
    
    
    300
    
    
    300
    
    
    -
    
    
    -
    
    
    -Asset retirement obligations
    
    
    6,366
    
    
    -
    
    
    -
    
    
    -
    
    
    6,366Employee future benefits
    
    
    6,161
    
    
    -
    
    
    -
    
    
    -
    
    
    6,161Total contractual obligations
    
    $
    54,838
    
    $
    4,744
    
    $
    9,390
    
    $
    8,814
    
    $
    31,890


The additional 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.

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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/ Tony Guglielmin                             
|------------------------ |  | ------------------------------------------------
|and Title)               |  |                                                 
|                         |  | Tony Guglielmin                                 
|                         |  | Vice President and Chief Financial
      Officer
|                         |  |                                                 
|                        
|Date: March 15,
    2013

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EXHIBIT LIST

|Exhibit |  | Description                                                                                                       | 
|------- |  | ----------------------------------------------------------------------------------------------------------------- | 
|99.1    |  | Ballard Power Systems Inc. Consolidated Financial
      Statements for the years ended December 31, 2012 and 2011
|        |  |                                                                                                                  
|99.2    |  | Ballard Power Systems Inc. Management’s Discussion and
      Analysis for the year ended December 31, 2012       
|        |  |                                                                                                                  
|99.3    |  | Annual Information Form for Ballard Power Systems Inc.
      dated as of March 15, 2013                          
|        |  |                                                                                                                  
|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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